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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       __________________________________

                                   FORM 10-KSB
              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        FOR THE TRANSITION PERIOD FROM JULY 1, 2001 TO DECEMBER 31, 2001
                         COMMISSION FILE NUMBER 0-28814

                        ASPEN GROUP RESOURCES CORPORATION
           (NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

            Yukon, Canada                                    98-0164357
    (State or other Jurisdiction                          (I.R.S. Employer
  of Incorporation or Organization)                      Identification No.)

                              3300 Bank One Center
                               100 North Broadway
                          Oklahoma City, Oklahoma 73102
               (Address of Principal Executive Offices) (Zip Code)
                                 (405) 606-8500
                (Issuer's Telephone Number, Including Area Code)

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, without par value
                                (Title of Class)

     Check  whether the Issuer (1) has filed all reports required to be filed by
Section  13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter  period  that  the Issuer was required to file such reports) and (2) has
been  subject  to  such  filing  requirements  for  the  past  90  days.

     Yes [X]    No [ ]

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation  S-B  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  the  Issuer's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [ ]

     The  Issuer's  revenues  for the six-month transition period ended December
31,  2001,  were  $4,253,081  and  for the fiscal year ended June 30, 2001, were
$10,549,274.

     The  Issuer  had  31,597,807 shares of common stock outstanding as of March
25,  2002.

     The  aggregate  market value of the voting and non-voting common stock held
by  non-affiliates  of  the Issuer, computed by reference to the average bid and
asked  prices  of  such  common stock as of March 25, 2002, was $7,629,533.  For
purposes  of this calculation, the Issuer has deemed all shareholders other than
executive  officers  and  directors  to  be  non-affiliates.

                      DOCUMENTS INCORPORATED BY REFERENCE

     The  Issuer  incorporates  by  reference  into  Part III of this transition
report  on  Form  10-KSB its proxy statement to be filed in definitive form with
the  Securities  and  Exchange  Commission within 120 days of December 31, 2001.

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<PAGE>
<TABLE>
<CAPTION>
                              2001 TRANSITION REPORT (S.E.C. FORM 10-KSB)

                                                INDEX

                                  Securities and Exchange Commission
                                     Item Number and Description


                                                PART I


                                                                                                 PAGE
                                                                                                 ----

<S>                                                                                              <C>
Item 1     Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
Item 2     Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9
Item 3     Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14
Item 4     Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . .    14


                                                PART II

Item 5     Market for the Company's Common Stock and Related Stockholder Matters. . . . . . . .    15
Item 6     Management's Discussion and Analysis or Plan of Operation. . . . . . . . . . . . . .    17
Item 7     Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
Item 8     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    44


                                                PART III

Item 9     Directors, Executive Officers, Promoters and Control Persons; Compliance
           With Section 16(a) of the Exchange Act. . . . . . . . . . . . . . . . . . . . . . . .    45
Item 10    Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    45
Item 11    Security Ownership of Certain Beneficial Owners and Management. . . . . . . . . . . .    45
Item 12    Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . . .    45
Item 13    Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . .    45

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    46
</TABLE>


<PAGE>
                                   DEFINITIONS
                            As used in this document:
                         "Mcf" means thousand cubic feet
                         "MMcf" means million cubic feet
                         "Bcf" means billion cubic feet
     "MMBtu" means million British thermal units, a measure of heating value
                               "Bbl" means barrel
                     "Mbo" means thousands of barrels of oil
                         "MMBbls" means million barrels
                      "Boe" means equivalent barrels of oil
                 "Mboe" means thousand equivalent barrels of oil
                 "MMBoe" means million equivalent barrels of oil
                     "Oil" includes crude oil and condensate
                        "NGLs" means natural gas liquids
                       "Bopd" means barrels of oil per day


                               REVERSE STOCK SPLIT

     Unless otherwise stated, all historical information regarding outstanding
shares of Common Stock has been restated on the basis of the Company's 7-for-1
reverse stock split which took effect February 12, 2001.


                                  U.S. DOLLARS

     Unless otherwise stated, all dollar amounts are stated in U.S. dollars.


                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     THIS  REPORT  INCLUDES  "FORWARD-LOOKING  STATEMENTS" WITHIN THE MEANING OF
SECTION  27A  OF  THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE
SECURITIES  EXCHANGE  ACT  OF  1934,  AS  AMENDED,  ALL  STATEMENTS  OTHER  THAN
STATEMENTS  OF  HISTORICAL  FACTS  INCLUDED OR INCORPORATED BY REFERENCE IN THIS
REPORT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING THE COMPANY'S FUTURE
FINANCIAL  POSITION,  BUSINESS  STRATEGY, BUDGETS, PROJECTED COSTS AND PLANS AND
OBJECTIVES  OF MANAGEMENT FOR FUTURE OPERATIONS, ARE FORWARD-LOOKING STATEMENTS.
IN  ADDITION,  FORWARD-LOOKING STATEMENTS GENERALLY CAN BE IDENTIFIED BY THE USE
OF  FORWARD-LOOKING  TERMINOLOGY  SUCH  AS  "MAY,"  "WILL,"  "EXPECT," "INTEND,"
"PROJECT,"  "ESTIMATE,"  "ANTICIPATE,"  BELIEVE,"  OR "CONTINUE" OR THE NEGATIVE
THEREOF  OR  VARIATIONS  THEREON  OR  SIMILAR TERMINOLOGY.  ALTHOUGH THE COMPANY
BELIEVES  THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE
REASONABLE,  IT  CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO HAVE
BEEN  CORRECT.  IMPORTANT  FACTORS  THAT  COULD  CAUSE  ACTUAL RESULTS TO DIFFER
MATERIALLY  FROM  THE  COMPANY'S  EXPECTATIONS  ("CAUTIONARY  STATEMENTS")  ARE
DISCLOSED UNDER "ITEM 1.  BUSINESS - RISK FACTORS" AND ELSEWHERE IN THIS REPORT.
ALL  SUBSEQUENT  WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE
COMPANY,  OR  PERSONS  ACTING  ON  ITS  BEHALF, ARE EXPRESSLY QUALIFIED IN THEIR
ENTIRETY BY THE CAUTIONARY STATEMENTS.  THE COMPANY ASSUMES NO DUTY TO UPDATE OR
REVISE  ITS FORWARD-LOOKING STATEMENTS BASED ON CHANGES IN INTERNAL ESTIMATES OR
EXPECTATIONS  OR  OTHERWISE.

<PAGE>
                                     PART I

ITEM  1.     BUSINESS
             --------

GENERAL

     Aspen  Group Resources Corporation (referred to herein as either "Aspen" or
the "Company" and formerly known as "Cotton Valley Resources Corporation") is an
independent energy company engaged in the acquisition, exploitation, development
and operation of oil and gas properties with a geographic focus in major oil and
gas  producing  regions  in  the  United  States  and  Canada.  The  Company was
incorporated  in  the  Province  of Ontario, Canada, originally as Cotton Valley
Energy  Limited, on February 15, 1995.  From its inception through September 16,
1999,  the  Company  was  a  development  stage  company  engaged principally in
organization  and  capitalization  activities and had not generated material net
revenues  from  operations.

RESTRUCTURING  THROUGH  ACQUISITIONS

     Since September 16, 1999, the Company has completed several acquisitions of
oil  and  gas  properties  or  of  companies  primarily  engaged  in oil and gas
exploration and development.  The following is a summary of the most substantial
of  these  acquisitions.

     EAST  WOOD ACQUISITION. On September 16, 1999 (but effective July 1, 1999),
the  Company  acquired  50%  of the outstanding common stock of East Wood Equity
Venture,  Inc.  from  Jack  E.  Wheeler,  the  current Chairman, Chief Executive
Officer  and  a  Director  of  the  Company and others in exchange for 6,604,414
restricted  shares  of Common Stock. On February 28, 2000, the Company purchased
the  remaining  50%  of  the outstanding capital stock of East Wood from Farrell
Kahn  and  others in exchange for the issuance of 3,747,271 restricted shares of
Common  Stock  and  the  Company's  promissory  note  for $3,000,000. (Effective
December  31,  2001,  the  Company  received  a  release  and  discharge of this
promissory note in exchange for 3,857,143 shares of Common Stock). East Wood was
principally engaged in the business of the acquisition, development, exploration
and  operation  of  producing  oil  and  gas  properties.  At  the  time  of the
acquisition,  the  main  concentration of East Wood's properties was in Oklahoma
with  335  wells  and Texas with 30 wells. Approximately 80% of these wells were
gas  wells.

     BRISCOE  ACQUISITION.  Effective  May  1,  2000,  Aspen  acquired through a
merger  with  Briscoe  Oil  Operating,  Inc.  a  55%  undivided  interest in 171
properties located in 21 counties in Oklahoma, Texas, and Kansas for $3,000,000.
Effective  May 1, 2000, Aspen also acquired 17 producing oil and gas properties,
equipment,  vehicles  and  a  10-year  equipment facility yard lease from L.C.B.
Resources,  Inc., which was paid by the issuance of 571,429 restricted shares of
Common  Stock.  Briscoe Oil Operating, Inc. and L.C.B. Resources, Inc. were both
controlled  by  Lenard  Briscoe,  a  current  Director  of  the  Company.  This
acquisition  added  245  Mbo  of  oil PDP oil reserves and 7,536 Mmcf of net gas
reserves  for  an  acquisition  cost  of  $3.10/  Net  Boe.

     EL DORADO FIELD ACQUISITIONS.  Aspen acquired a significant interest in the
El  Dorado  field  prior to June 30, 2000, through acquisitions from The Flowers
Estate and MOG Oil and Gas Company.  These acquisitions increased Aspen's proven
oil  reserves  by  over  1,600,000  Bbls  for  an acquisition cost of $2.60/Bbl,
including  future  development  costs  expected  to  be  $1.125  million.

     OTHER  ACQUISITIONS.  Effective  January  1,  2000, the Company acquired 49
producing,  operated  wells  in  Oklahoma  from EDB Oil Properties for $313,718,
which  was  paid  by  the issuance of 260,714 restricted shares of Common Stock.

     Effective the same date, the Company closed smaller projects with Fer-Scher
Exploration,  L.L.C.,  Red Terra Resources Company, Sebenius & Associates 1982-1
Joint Venture and SGH, Inc.  The total allocated cost of these four projects was
$562,105  paid  by  a combination of cash and restricted shares of Common Stock.

     Effective April 1, 2000, the Company acquired certain oil and gas interests
and  all  of the outstanding common stock of Mercer Oil and Gas Company from Ron
Mercer,  the  current President of the Company, in exchange for cash and 142,857
restricted  shares  of  Common  Stock.


                                        2
<PAGE>
     Effective  May  5,  2000, the Company acquired an interest in approximately
3,775  gross  acres  and  several  producing oil and gas properties in the Tiger
Hunton  Unit  Development  Project  in  Seminole  County, Oklahoma from Oak Tree
Natural  Resources, L.L.C. for a cash purchase price of $55,940 and a commitment
to  future  development  costs  of  approximately  $500,000.

     Effective  August  1,  2000, the Company purchased interests in 158 oil and
gas  properties primarily located in the Arkoma and Anadarko Basins of Oklahoma,
increasing  its  average working interest in 130 wells currently in inventory by
an  additional 5.88235% and royalty and overriding royalty interests in 28 wells
from  PGGB  Oil  and  Gas  Partnership  for  a  cash purchase price of $131,164.

     Effective  August 1, 2000, the Company purchased interests in approximately
400 oil and gas properties located in the Arkoma and Anadarko Basins of Oklahoma
from  Old  Dominion  Oil  Corporation  for  a  cash  purchase price of $644,930.

     Effective  August  1, 2000, the Company purchased interests in 41 producing
wells,  leases,  property  and  equipment  located in Butler County, Kansas from
Crawford  Oil  Company and Leiker-Crawford Oil Company for a cash purchase price
of  $1,743,604.

     Effective  January  1,  2001, the Company purchased from Muras Energy, Inc.
working  interests ranging up to 45% in 36 wells in 16 different counties in the
Anadarko  Basin  of  Western  Oklahoma  and  certain  other  assets  for  a cash
consideration  of  $475,250  and  the  issuance  of 119,048 restricted shares of
Common  Stock.

      On  August  1,  2001  (but  effective  April 1, 2001) the Company acquired
producing  properties  from  CB  Oil  Company  for  $2.25  million in cash.  The
acquired  properties are located in the Anadarko Basin in west central Oklahoma.
As operator, Aspen's average working interest in these properties will be 33.37%
with  an  average  net  revenue  interest  of 26.47%.  This acquisition added an
estimated  275,000 net Bbl of oil and 3 Bcf of gas to the Company's reserves. It
also  increased  Aspen's  land  position by 27,520 gross acres in a core area of
Aspen's  operations  in  central  Oklahoma.

     On  August  9,  2001 (but effective January 1, 2001), Aspen acquired United
Cementing  and  Acid  Co.,  Inc.,  a  privately-held  oilfield  service  company
headquartered  in  El  Dorado,  Kansas  for  $1,040,000  in cash and $250,000 in
restricted  stock.  United Cementing operates a cementing and acidizing business
providing  oil  field  services  integral  to  oil  and  gas operations.  Lenard
Briscoe, a current director of the Company, initially acquired a 25% interest in
United  Cementing in exchange for indebtedness and other consideration having an
aggregate  value of $312,500.  Subsequent to December 31, 2001, Mr. Briscoe sold
such  25%  interest  to  the  Company  for  $312,500.

     On  September  7,  2001 (but effective April 1, 2001) the Company purchased
from  Saco Oil Company working interests in 44 producing wells and certain other
assets for a cash consideration of $1,125,000.  The acquired properties comprise
39  leases  and  are  primarily  located  in  the  El  Dorado  Field  in Kansas.

     The Company is actively engaged in pursuing other acquisition opportunities
to further develop its business opportunities.  The Company assesses each of the
acquisition prospects as presented to management of the Company, and continually
makes  decisions  as  to  whether to actively pursue such opportunities.  At any
time  the  Company  may  be  assessing  one  or  more  potential  acquisitions.

CREDIT  FACILITY

     On  April  28,  2000,  Local Oklahoma Bank, N.A. loaned Aspen Energy Group,
Inc. amounts up to $25,000,000, as set forth in a Credit Agreement of that date.
The  loan is subject to, and limited by, a borrowing base based primarily on the
value  of the Company's oil and gas properties.  The commitment of Local reduces
over  time  based upon a monthly commitment reduction.  As of December 31, 2001,
the  borrowing  base was $25,000,000 and the amount outstanding was $14,569,000.
The  loan  accrues  interest at a rate based upon Chase Manhattan Prime plus one
quarter  of  one  percent  per  annum.  The  purpose  of  the loan is to provide
financing  for  the  acquisition  and  development  of  oil  and gas properties.


                                        3
<PAGE>
RISK  FACTORS

     Holders  of  the Common Stock and future investors in the Company should be
aware  of  the  following  factors  in  evaluating  their  investment  in Aspen.

     LIMITED  OPERATING HISTORY; CAPITAL INTENSIVE BUSINESS; NEED FOR ADDITIONAL
FUNDS.  From  its  inception in February 1995 through June 30, 1999, the Company
was  engaged  principally  in organization and capitalization activities and was
not able to generate material net revenues from operations until the merger with
East  Wood  and  the  change  of  management.  The  Company's business is highly
capital-intensive  requiring  continuous  development and acquisition of oil and
gas  reserves.  In  addition,  capital  is  required  to  operate and expand the
Company's  oil  field  operations and purchase equipment.  At December 31, 2001,
the  Company  had  a  working capital deficit of approximately $5,700,991 (which
includes  a  $3,000,000  promissory  note  which  has  now  been  converted into
3,857,143  shares  of  Common  Stock  effective December 31, 2001).  The Company
anticipates,  based  on its currently proposed plans and assumptions relating to
its operations, including borrowings from its line of credit, together with cash
expected  to be generated from operations, that it will be able to meet its cash
requirements  for  at  least  the  next  12  months.  However,  if such plans or
assumptions  change  or prove to be inaccurate, the Company could be required to
seek additional financing sooner than currently anticipated.  The Company has no
commitments  to  obtain any additional debt or equity financing and there can be
no  assurance  that  additional funds will be available, when required, on terms
favorable to the Company. Any future issuances of equity securities would likely
result  in  dilution  to  the  Company's  then  existing  Shareholders while the
incurring  of additional indebtedness would result in increased interest expense
and  debt service changes.  See "Management's Discussion and Analysis or Plan of
Operations."

     HISTORY  OF LOSSES.  Although the Company's operations have been profitable
in fiscal years 2000 and 2001 following the merger with East Wood and the change
of  management,  the  Company  previously  had  historically incurred losses and
incurred  a  loss  of  $869,198 for the six months ended December 31, 2001.  The
Company's  accumulated  deficit  as  of  December 31, 2001 was $13,753,399.  The
Company has historically funded its operating losses, acquisitions and expansion
costs  primarily  through  a combination of private offerings of debt and equity
securities  and  proceeds  from  the  exercise  of  options  and  warrants.

     SIGNIFICANT CAPITAL EXPENDITURES NECESSARY FOR UNDEVELOPED PROPERTIES.  The
Company  has  substantial  oil  and gas reserves, which are classified as Proved
Undeveloped  Reserves, meaning very little production currently exists. Recovery
of  the  Company's  Proved Undeveloped Reserves will require significant capital
expenditures.  Management  estimates  that  aggregate  capital  expenditures  of
approximately  $18,400,000  will be required to fully develop these reserves, of
which  $4,460,000  is  scheduled  to  be incurred during the next 12 months.  No
assurance can be given that the Company's estimates of capital expenditures will
prove  accurate, that its financing sources will be sufficient to fund fully its
planned  development  activities  or  that development activities will be either
successful  or  in  accordance  with  the Company's schedule.  Additionally, any
significant  decrease  in  oil and gas prices or any significant increase in the
cost  of  development  could  result in a significant reduction in the number of
wells  drilled  and/or  reworked.  No assurance can be given that any wells will
produce  oil  or  gas  in  commercially  profitable  quantities.

     EXPLORATION  AND  DEVELOPMENT  RISKS;  WATERFLOOD  PROJECTS.  The  Company
intends  to  increase its development activities and development drilling of oil
and  gas  reserves.  Even  though  development  drilling  carries less risk than
exploration  drilling, there is risk that production will not be obtained and/or
that  production  will be insufficient to recover drilling and completion costs.
The  cost  of  drilling,  completing and operating wells is often uncertain. The
Company's  drilling operations may be curtailed, delayed or canceled as a result
of  numerous  factors,  including title problems, weather conditions, compliance
with  governmental  requirements  and  shortages  or  delays  in the delivery of
equipment.  Furthermore,  completion  of  a well does not assure a profit on the
investment  or  a  recovery  of  drilling,  completion  and  operating  costs.

     There  are  certain  risks  associated  with secondary recovery operations,
especially  the  use  of  waterflooding  techniques  and  drilling activities in
general.  Part  of  the Company's inventory of development prospects consists of
waterflood  projects.  Waterflooding  involves  significant capital expenditures
and  uncertainty  as  to  the  total  amount  of  secondary reserves that can be
recovered.  In  waterflood  operations,  there  is generally a delay between the
initiation  of  water injection into a formation containing hydrocarbons and any


                                        4
<PAGE>
increase  in  production  that  may  result.  The  operating  cost  per  unit of
production  of waterflood projects is generally higher during the initial phases
of  such  projects  due to the purchase of injection water and related costs, as
well  as  during  the  later  stages  of  the  life of the project as production
declines.  The  degree  of  success,  if  any, of any secondary recovery program
depends  on  a large number of factors, including the porosity of the formation,
the  technique  used  and  the  location  of  injector  wells.

     VOLATILITY  OF  OIL  AND GAS PRICES.  The Company's revenues, profitability
and the carrying value of its oil and gas properties are substantially dependent
upon  prevailing  prices  of,  and  demand  for,  oil  and  gas and the costs of
acquiring, finding, developing and producing reserves.  The Company's ability to
maintain  or  increase  its  borrowing  capacity,  to  repay  current  or future
indebtedness,  and  to  obtain  additional  capital  on  favorable terms is also
substantially  dependent  upon oil and gas prices. Historically, the markets for
oil  and gas have been volatile and are likely to continue to be volatile in the
future.  Prices for oil and gas are subject to wide fluctuations in response to:
(i) relatively minor changes in the supply of, and demand for, oil and gas; (ii)
market uncertainty; and (iii) a variety of additional factors such as the recent
terrorists  attacks  on  New  York  and  Washington, all of which are beyond the
Company's  control.  These  factors  include  domestic  and  foreign  political
conditions, the price and availability of domestic and imported oil and gas, the
level  of  consumer  and  industrial  demand,  weather,  domestic  and  foreign
government  relations,  the  price  and  availability  of  alternative fuels and
overall  economic  conditions.  Furthermore,  the marketability of the Company's
production  depends  in  part  upon  the availability, proximity and capacity of
gathering  systems,  pipelines  and processing facilities. Volatility in oil and
gas  prices  could affect the Company's ability to market its production through
such  systems,  pipelines  or facilities. Substantially all of the Company's gas
production  is  currently sold to gas marketing firms or end users either on the
spot  market on a month-to-month basis at prevailing spot market prices or under
long-term  contracts  based  on current spot market prices. The Company normally
sells  its  oil  under  month-to-month  contracts  with a variety of purchasers.
Accordingly,  the Company's oil and gas sales expose it to the commodities risks
associated  with  changes in market prices.  During the past year, Aspen entered
into  several  fixed price contracts (all of which have now terminated) in order
to  mitigate  the  effect  of  such  price  declines  on  the  Company.

     UNCERTAINTY OF ESTIMATES OF RESERVES AND FUTURE NET CASH FLOWS. This Annual
Report  contains  estimates of the Company's oil and gas reserves and the future
net  cash  flows  from  those  reserves,  which have been prepared or audited by
certain  independent  petroleum  consultants.  There  are numerous uncertainties
inherent  in  estimating quantities of reserves of oil and gas and in projecting
future rates of production and the timing of development expenditures, including
many factors beyond the Company's control.  The reserve estimates in this Annual
Report  are  based  on various assumptions, including, for example, constant oil
and gas prices, operating expenses, capital expenditures and the availability of
funds  and,  therefore,  are inherently imprecise indications of future net cash
flows.  Actual  future  production,  cash  flows,  taxes,  operating  expenses,
development  expenditures and quantities of recoverable oil and gas reserves may
vary  substantially  from  those  assumed  in  the  estimates.  Any  significant
variance in these assumptions could materially affect the estimated quantity and
value  of reserves set forth in this Annual Report.  Additionally, the Company's
reserves  may  be  subject  to  downward  or  upward  revision based upon actual
production  performance,  results  of  future  development  and  exploration,
prevailing  oil  and  gas prices and other factors, many of which are beyond the
Company's  control.

     The present value of future net reserves discounted at 10% (the "PV-10") of
Proved Reserves referred to in this Annual Report should not be construed as the
current  market  value  of  the  estimated  Proved  Reserves  of  oil  and  gas
attributable  to  the  Company's  properties.  In  accordance  with  applicable
requirements  of  the Commission, the estimated discounted future net cash flows
from  Proved  Reserves are generally based on prices and costs as of the date of
the estimate, whereas actual future prices and costs may be materially higher or
lower.  Actual future net cash flows also will be affected by: (i) the timing of
both  production  and  related expenses; (ii) changes in consumption levels; and
(iii) governmental regulations or taxation.  In addition, the calculation of the
present  value  of the future net cash flows using a 10% discount as required by
the  Commission is not necessarily the most appropriate discount factor based on
interest  rates  in  effect  from  time  to  time  and risks associated with the
Company's  reserves  or  the  oil  and gas industry in general. Furthermore, the
Company's  reserves  may  be  subject  to downward or upward revision based upon
actual  production, results of future development, supply and demand for oil and
gas,  prevailing oil and gas prices and other factors.  See "Properties--Oil and
Gas  Reserves."

     Under  full  cost  accounting,  the  Company  would  be  required to take a
non-cash charge against earnings to the extent capitalized costs of acquisition,
exploration  and  development (net of depletion and depreciation), less deferred


                                        5
<PAGE>
income  taxes,  exceed the PV-10 of its Proved Reserves and the lower of cost or
fair  value  of unproved properties after income tax effects.  See "Management's
Discussion  and  Analysis  or  Plan  of  Operations."

     OPERATING  HAZARDS  AND  UNINSURED  RISKS;  PRODUCTION  CURTAILMENTS.  The
Company's oil and gas business involves a variety of operating risks, including,
but  not limited to, unexpected formations or pressures, uncontrollable flows of
oil,  gas,  brine  or  well  fluids  into the environment (including groundwater
contamination),  blowouts,  fires, explosions, pollution and other risks, any of
which  could result in personal injuries, loss of life, damage to properties and
substantial  losses.  Although the Company carries insurance at levels, which it
believes, are reasonable, it is not fully insured against all risks. The Company
does  not carry business interruption insurance.  Losses and liabilities arising
from  uninsured  or under-insured events could have a material adverse effect on
the  financial  condition  and  operations  of  the  Company.

     From  time to time, due primarily to contract terms, pipeline interruptions
or weather conditions, the producing wells in which the Company owns an interest
have  been  subject  to  production  curtailments.  The  curtailments range from
production  being  partially  restricted to wells being completely shut-in.  The
duration  of  curtailments  varies  from  a few days to several months.  In most
cases  the Company is provided only limited notice as to when production will be
curtailed  and  the duration of such curtailments.  The Company is not currently
experiencing  any  material  curtailment  of  its  production.

     LAWS  AND  REGULATIONS.  The Company's operations are affected by extensive
regulation  pursuant  to  various  federal, state and local laws and regulations
relating  to  the  exploration  for  and  development, production, gathering and
marketing  of  oil  and  gas.  Matters  subject  to regulation include discharge
permits  for  drilling  operations,  drilling  and  abandonment  bonds  or other
financial  responsibility  requirements,  reports  concerning  operations,  the
spacing of wells, unitization and pooling of properties and taxation.  From time
to  time,  regulatory  agencies  have  imposed price controls and limitations on
production  by  restricting  the  rate of flow of oil and gas wells below actual
production  capacity  in  order  to  conserve  supplies  of  oil  and  gas.

     ENVIRONMENTAL  RISKS.  Operations  of  the  Company  are  also  subject  to
numerous  environmental  laws,  including  but  not  limited to, those governing
management  of  waste,  protection  of  water,  air  quality,  the  discharge of
materials  into  the  environment  and  preservation  of  natural  resources.
Noncompliance  with  environmental  laws and the discharge of oil, gas, or other
materials  into  the  air,  soil  or  water  may give rise to liabilities to the
government  and  third  parties, including civil and criminal penalties, and may
require  the  Company  to  incur  costs  to  remedy  the  discharge.  Laws  and
regulations  protecting  the  environment  have  become more stringent in recent
years,  and  may  in certain circumstances impose retroactive, strict, and joint
and several liability rendering entities liable for environmental damage without
regard  to  negligence  or  fault.  From  time to time the Company has agreed to
indemnify  sellers  of  producing  properties from whom the Company has acquired
reserves  against  certain  liabilities for environmental claims associated with
such  properties.  There  can  be  no assurance that new laws or regulations, or
modifications  of  or new interpretations of existing laws and regulations, will
not  increase substantially the cost of compliance or otherwise adversely affect
the  Company's  oil  and gas operations and financial condition or that material
indemnity  claims  will not arise against the Company with respect to properties
acquired  by  or  from  the  Company.  While  the  Company  does  not anticipate
incurring  material  costs  in  connection  with  environmental  compliance  and
remediation,  it  cannot  guarantee  that  material  costs will not be incurred.

     DEPENDENCE ON KEY PERSONNEL.   The Company depends to a large extent on the
services  of  Jack  E.  Wheeler,  the  Company's Chairman of the Board and Chief
Executive  Officer  and Ronald L. Mercer, President and Chief Operating Officer.
The  loss  of  the services of either of these individuals could have a material
adverse  effect  on  the  Company's  operations.  The  Company  has entered into
five-year  employment  contracts  with both of these executive officers, and has
obtained key personnel life insurance.  The Company believes that its success is
also dependent on its ability to continue to employ and retain skilled technical
personnel.

     CONCENTRATION  OF  VOTING  POWER.  As  of  December 31, 2001, the Company's
Executive  Officers,  Directors  and  their  affiliates  beneficially  owned
approximately  27%,  of  the  Company's  outstanding Common Stock.  As a result,
Officers,  Directors  and  their  affiliates  will  have  the  ability  to exert
significant  influence  over  the business affairs of the Company, including the
ability  to  influence  the  election  of directors and results of voting on all
matters  requiring  shareholder  approval.


                                        6
<PAGE>
     CONFLICTS  OF  INTERESTS.  Certain  Officers, Directors and related parties
have  engaged  in  business  transactions  with  the Company, which were not the
result  of  arm's  length  negotiations  between independent parties. Management
believes  that  the terms of these transactions were as favorable to the Company
as  those  that could have been obtained from unaffiliated parties under similar
circumstances.  All  future  transactions between the Company and its affiliates
will  be  on  terms  no  less favorable than could be obtained from unaffiliated
third parties and will be approved by a majority of the disinterested members of
the  Board  of  Directors  of  the  Company.

     PUBLIC  MARKET  AND POSSIBLE VOLATILITY OF SECURITIES.  The Common Stock is
traded  on  the  OTC Bulletin Board and the Toronto Stock Exchange.  The trading
price  of  the Common Stock could be subject to wide fluctuations in response to
quarter-to-quarter  variations  in  operating results, announcements of drilling
results by the Company and other events or factors.  In addition, the U.S. stock
market  has  from time to time experienced extreme price and volume fluctuations
which  have  particularly affected the market price for many companies and which
often  have  been  unrelated  to  the  operating performance of these companies.
These  broad  market  fluctuations  may adversely affect the market price of the
Company's  securities.

     NO DIVIDENDS.  The Company's Board of Directors presently intends to retain
all  of  its  earnings for the expansion of its business.  The Company therefore
does  not  anticipate  the  distribution  of  cash  dividends in the foreseeable
future.  Any  future  decision  of  the Company's Board of Directors to pay cash
dividends  will  depend,  among  other  factors,  upon  the  Company's earnings,
financial  position  and  cash  requirements.

     EXCHANGE  RATE  FLUCTUATIONS.  The  Company  is exposed to foreign exchange
risks  since  it  has granted stock options and warrants denominated in Canadian
currency  while  the  majority  of  its  expenditures  will  be in United States
dollars.  Any  significant  reduction  in  the  value of the Canadian dollar may
decrease  the  value of funds in United States dollars the Company receives upon
exercise  of  warrants  and  options.

COMPETITION

     Competition  in  the  oil  and gas industry is intense. Aspen believes that
price  is  the  determinative  factor  in  competition  for  drilling prospects,
equipment and labor.  Major and independent oil and gas companies and syndicates
actively  bid  for  desirable  oil  and  gas  properties and equipment and labor
required  to  operate  and  develop  them.  Many  of  Aspen's  competitors  have
substantially  greater  financial  resources  and  exploration  and  development
budgets  than  those  of the Company.  Therefore, competitors may be able to pay
more for desirable leases and to evaluate, bid for and purchase a greater number
of  properties  or  prospects  than  the financial or personnel resources of the
Company  will  permit.

MARKETS

     GENERAL.  Oil  and  gas operating revenues are highly dependent upon prices
and  demand for oil and gas.  Numerous factors beyond Aspen's control can impact
the  prices  of  its oil and gas.  Decreases in oil and gas prices would have an
adverse  effect  on  the  Company's proved reserves, revenues, profitability and
cash  flow.  Aspen has not engaged in any crude oil and gas price swaps or other
hedging  transactions to reduce its exposure to price fluctuations.  The Company
may,  however,  engage  in  other  similar  transactions  from  time to time, as
management  deems  advisable.

     GAS  SALES.  During  calendar  year  2001, the Company sold its gas to many
different  purchasers,  one  of which, Duke Energy Field Services, accounted for
approximately  23%  of  total  gas  revenues.

     OIL  SALES.  Aspen  sells its oil production under short-term and long-term
arrangements  at  prices  no  less  than  the  purchaser's posted prices for the
respective  areas  less  standard deductions.  Management believes that numerous
buyers  are  available  for  the  Company's oil.  During calendar year 2001, the
Company  sold  its  oil  to  many  different  purchasers,  one  of which, Plains
Marketing L.P., accounted for more than 37% of the Company's total oil revenues.


                                        7
<PAGE>
REGULATION

     Federal  and  state  authorities  heavily regulate oil and gas exploration,
production  and  related  operations.  Failure to comply with applicable law can
result  in  substantial  penalties.  The  cost  of  regulatory  compliance  will
increase  Aspen's  cost  of  doing  business  and  affect  its  profitability.
Regulation  of  oil  and  gas  activities has changed many times.  Consequently,
Aspen  is  unable  to  predict  the future cost or impact of complying with such
laws.  Texas  requires  drilling  permits  and  bonds  and operating reports and
imposes other burdens relating to oil and gas exploration and production.  Texas
also  requires  conservation  measures,  including  pooling  of  oil  and  gas
properties,  establishing  maximum  production rates from oil and gas wells, and
spacing,  plugging and abandoning wells.  These laws limit the rate at which oil
and  gas  can  be  produced  from  Aspen's  properties.

     United States law and the Federal Energy Regulatory Commission regulate the
transportation  and  sale  of  gas  in  interstate  commerce.

OPERATING  HAZARDS  AND  UNINSURED  RISKS

     The  acquisition,  development,  exploration  for,  and  production,
transportation  and  storage  of, crude oil, gas liquids and gas involves a high
degree  of  risk,  which even a combination of experience, knowledge and careful
evaluation  may  not be able to overcome.  Aspen's operations are subject to all
of  the  risks  normally  incident  to drilling gas and oil wells, operating and
developing  gas  and  oil properties, transporting, processing, and storing gas,
including  encountering  unexpected formations or pressures, premature reservoir
declines,  blow-outs,  equipment  failures and other accidents, craterings, sour
gas  releases,  uncontrollable flows of oil, gas or well fluids, adverse weather
conditions,  pollution,  other  environmental  risks,  fires  and  spills.  Oil
production requires high levels of investment and has particular economic risks,
such  as  retaining  wall  failure, fires, explosions, gaseous leaks, spills and
migration  of harmful substances, any of which can cause personal injury, damage
to  property,  equipment  and the environment, and result in the interruption of
operations.  Aspen  is  also  subject to deliverability uncertainties related to
the  proximity  of  its  reserves  to pipeline and processing facilities and the
inability  to  secure  space on pipelines that deliver oil and gas to commercial
markets.  Although  Aspen  maintains  insurance  in  accordance  with  customary
industry  practice,  it is not fully insured against all of these risks, nor are
all  such  risks insurable.  Losses resulting from the occurrence of these risks
could  have  a  material  adverse  impact  on  the  Company.

EMPLOYEES

     At  March  15,  2002 , the Company had 37  full-time corporate employees of
which  5  were  management.  The  Company  has experienced no work stoppages and
management  considers its relations with employees to be good.  The Company uses
contract  services  in its field operations and employs independent consultants,
as  needed, to evaluate Company prospects, reserves and other oil and gas assets
for  potential  acquisitions.

FACILITIES

     The  Company  occupies  approximately  9,454 square feet of office space at
3300  Bank  One  Center,  Oklahoma City, Oklahoma 73102, under a five-year lease
that  expires  on  September  30,  2004.  Monthly  base  rent  is  $8,745.

     The  Company leases approximately 7,132 square feet of office space at 6510
Abrams Road, Suite 300, Dallas, Texas 75231 under a five-year lease that expires
on April 30, 2003.  Currently three separate tenants are subletting a portion of
this  space.  The  net  cost  to  the  Company  is  $5,875  per  month.

     The  Company  obtained  a lease of a 20-acre equipment yard for 10 years as
part of the acquisition from L.C.B. Resources, Inc.  The property includes three
freestanding  pre-fab  buildings, each approximately 25,000 square feet in size.
The  lease  expires  in  2010,  and  the  lease  payments  have  been  prepaid.

     The  Company  obtained  a  10-acre  yard facility including a 1,800 sq. ft.
office  building,  a shop building and warehouse as part of the United Cementing
acquisition.  There  are  no  rent  payments  associated  with  this  property.


                                        8
<PAGE>
RECENT  DEVELOPMENTS

     ENDEAVOUR  RESOURCES  INC.  Effective January 1, 2002, the Company acquired
39,314,048  shares,  representing  approximately  80%, of the outstanding common
stock  of  Endeavour  Resources  Inc. (Endeavour), in exchange for approximately
9,337,086  shares  together with share purchase warrants entitling the tendering
Endeavour  shareholders to purchase an additional 4,668,543 shares of the common
stock  of  the Company. Each whole share purchase warrant entitles the holder to
purchase  one  share  of  common  stock of the Company at a price of $1.25 until
September  30,  2002,  or  $1.75  thereafter  until  June 30, 2003. In addition,
effective  January  1, 2002, the Company acquired common share purchase warrants
of  Endeavour entitling the holder to acquire approximately 3,750,000 additional
shares  of  Endeavour common stock.  In exchange for these warrants, the Company
issued  890,625  Class B common share purchase warrants (Class B Warrants), each
whole  Class  B Warrant entitling the holder to purchase one share of the common
stock  of  the  Company  at  a price of $1.33 per share until June 28, 2002. The
Endeavour  common  stock  and  warrants are herein referred to as the "Endeavour
Securities".  Endeavour  is a Calgary based oil and gas company actively engaged
in  the exploration and development of oil and natural gas in Western Canada and
Southern United States. The Company has completed the acquisition of 100% of the
Endeavour Securities through a compulsory transaction permitted under applicable
law  upon  the  same  terms  included  in  the  offer.  Upon  completion  of the
acquisition of the Endeavour Securities, the Company estimates that it will have
issued  an aggregate of approximately 11,944,811 shares and warrants to purchase
an  aggregate  of  6,863,030  shares  of  its  Common  Stock.


ITEM  2.     PROPERTIES
             ----------

     Preliminary  Note:  The  disclosure in this Item 2 is stated as of December
31,  2001,  and accordingly excludes any reference to the oil and gas properties
and  business  activities  of  Endeavour which was acquired by the Company as of
January  1,  2002.

LIST  OF  PROPERTIES

     MEANS  (QUEEN  SAND)  UNIT.  The  Aspen Means (Queen Sand) Unit consists of
approximately  2,600 acres on six leases in north central Andrews County, Texas.
Production  began  in  1954  and  secondary recovery was initiated in 1960.  The
Company  purchased  the  leases in 1996 for the purpose of instituting a 20-acre
infill  redevelopment  program.  An  engineering  report,  as  of June 30, 2001,
estimates  that  the  Means  (Queen  Sand)  Unit contains net proved undeveloped
reserves  of  3,092,000  Bbls.  The  Company  estimates  that  it will require a
capital  investment  of  approximately  $11,260,000  to  develop  this property.
During  fiscal year 2001 the Company purchased, and delivered to the Means Unit,
or  the  nearby city of Odessa, Texas, approximately $500,000 of equipment to be
used  in  the  waterflood  project.

     MID-CONTINENT.  Aspen  owns  interest  in approximately 1,200 wellbores, of
which  97%  are  in the Mid Continent area. The majority of the wellbores are in
the  Anadarko  Basin  of western Oklahoma and the Texas Panhandle. The Company's
value is mostly from the production of these wellbores producing from the Atoka,
Granite  Wash,  Morrow,  Red  Fork  and  other  formations.

     There are several geologic provinces within the Mid-Continent area. Most of
these  provinces have established hydrocarbon production, i.e., the Arkoma Basin
is  predominately  dry  gas  while the Anadarko has both oil and gas. The Nemaha
Ridge  Area and the Golden Trend are predominately oil, while recent activity in
the  northeastern  part  of  the  state  has  been  in  shale  gas  development.

     Geologically,  the  Anadarko  Basin  began  as a rift in the North American
plate.  This  rift valley was initially filled with volcanic material from vents
on either side of the rift.  During the Late Cambrian when rifting subsided, the
sea  invaded  the rift valley from the southeast.  The earliest sediments (known
as  the Arbuckle Group) were sandstones, limestones and dolomites; all deposited
in  a shallow sea environment.  It is estimated that approximately 2,000 feet of
the Arbuckle Group sediments were deposited.  The true thickness of the Arbuckle
Group  in  the "Deep Anadarko" is unknown; a deep test drilled in Washita County
to  a  depth  of more than 31,000 feet penetrated only 200 feet of the Arbuckle.
The  Arbuckle  Group does produce throughout the State and production is usually
associated  with  a  structural  component.


                                        9
<PAGE>
     An additional 7,000 to 10,000 feet of limestones were deposited through the
Mississippian Period.  In many places the top of the Mississippian is an erosion
surface  with a "Chat" interval or with enhanced porosity due to exposure and/or
structural  movement.   The  open ocean was completely gone by the Triassic Age.
Production  from  the  Pennsylvanian  is  mainly  stratigraphic,  with  multiple
sandstones  within  each formation (the Morrow/Springer has multiple sandstones,
10  to  15  individual  sandstones  in  one  area  is  not  unusual).

     The Anadarko Basin has been divided into the "Deep" and "Shelf" areas.  The
"Deep  Anadarko"  includes the counties of Beckham, Blaine, Caddo, Custer, Roger
Mills,  and Washita (the Central Western Oklahoma Counties).  Drilling depths in
these  Counties  are  generally  deeper  than  10,000  feet;  17,000 feet is not
uncommon for the Morrow/Springer Formation.  In Beckham, Custer, Roger Mills and
Washita  Counties  the  "Granite  Wash"  is a prolific gas producer with several
intervals  (each  of  these  zones  can  be several hundreds of feet thick) from
Desmoisian  to  Atokan age.  These zones are limestone, dolomite, shale mixtures
that  were washed in from the mountain front, with deposition primarily from the
south.

     The  earlier  Pennsylvanian  (Morrow/Springer) sandstones were deposited in
relatively  deep  water  as  long  shore  and near shore bars generally trending
northwest  southeast  (parallel  to  the  Basin).  The eastern side of the "Deep
Anadarko"  includes  Blaine,  Canadian  and  Grady  Counties.   This  area  also
included  the  Blaine  County  Embayment,  an  area  known  for  overpressure
Morrow/Springer sandstones (these sands were deposited in an embayment and range
from  fluvial  to  delta  front  sands  instead  of  deep  water  sands  and the
depositional trend within the embayment is generally north-south).  This area of
the  Basin  is  primarily  productive  from  the  Pennsylvanian  sandstones.

     Reserves can range from 1 to 30+ BCF per interval with many wells producing
from  the  deepest interval first and then some years later will recomplete from
the  shallow  zones.  Spacing  is  typically  based  on 640 acres, but increased
density  drilling  is  common.  For  example  the  "Granite  Wash"  is now being
developed  in  many areas to 160 acre spacing (from one well per section to four
wells  per  section).

     Most  of  Aspen's  operated  wells  are on the "Shelf Area" of the Anadarko
Basin.  These wells are generally 7,000-9,000 feet deep and produce with the aid
artificial lift.  The wells are characteristically low volume gas wells but have
relative  long  lives.

     The  "Shelf"  area of the Anadarko encompasses the northwestern part of the
state  as  well  as  part  of  the  Panhandles of Oklahoma and Texas.  This area
produces  from  zones  ranging  from  the  Arbuckle to the Permian.  Most of the
production  is  from  multiple stratigraphic sandstones, 'reefal' limestones and
massive  limestone.  The  majority  of  the production is from the Pennsylvanian
sandstones  and  limestones.  The  older  and  deeper  limestone  production  is
generally  dependent  of  porosity  development  associated with structure.  The
majority of the production, however, is stratigraphically controlled.  The major
depositional  trends  for the sandstones are from north to south or northeast to
southwest,  depending  on  the  geographic  area.

     Drilling  depths  are  generally  less  than 10,000 feet and do not usually
require  intermediate  casing  or  special drilling programs.  Spacing can range
from  640  acres  to  40  acres  depending  on  the  area,  formation  and  well
classification  (oil  or  gas).  Increased  density drilling is as common on the
"Shelf"  area  as  it is in the "Deep" Anadarko.  Reserves are from both oil and
gas  and  can range from a few BCF's gas and a few thousand barrels of oil to 5+
BCF's  and  tens  of  thousands  of  barrels  of  oil.

     The  "Golden  Trend"  is  an area in south-central Oklahoma, bounded by the
Nemaha  and  Pauls  Valley uplifts on the east and the southeastern embayment of
the Anadarko.  This area is known for prolific oil production from stratigraphic
traps.  The  Upper  Pennsylvanian  sands  are  the  best  producers; these sands
successively  lap on to the Pauls Valley uplift.  The overall Deese (the primary
sequence  of  sands)  interval  is  several  thousand  feet  thick.

     It  is  also known for the prolific oil production from the Simpson/Bromide
(Ordovician) sands.  Production from the Ordovician sands, however, is generally
found associated with structures.  (The formations typically need a structure to
trap  hydrocarbons  above water.)  Structure in this area is very complex and it
is  highly  faulted with its major structural axis trending almost directly east
west.  This  arch  contains  many known structural features that produce oil and


                                       10
<PAGE>
gas  (Fields  such  as Cement, Lindsay and Maysville are along this arch).  This
area  has  had  established  production  since  the  late  1940's  and
exploration/exploitation  continues  today with advances in seismic and drilling
technology finding additional prospective formations and traps.  Drilling depths
can  vary  widely  depending of the area and target formation.  Oil is the major
production  -  some  formations  such  as  the  Bromide can flow up to 300 Bopd.

     The  "Hugoton"  is an area encompassing far northern Oklahoma, the Oklahoma
Panhandle  and  western  Kansas.  This  was  an  embayment  of the Anadarko with
sediments  being deposited predominately from the north and northwest.  The area
is  dominated  by  natural gas production from shallow Permian sands (most wells
are  less  than  3,000  feet).  The area is also known for its large deposits of
helium.  For  many  years  only the shallow Permian gas was exploited and deeper
formations  were  not  tested.  During  the past twenty years this area has been
slowly  being  developed  for  the  deeper  producing formations.  Pennsylvanian
sandstones  and  the Mississippian limestones are favorite targets.  These zones
are  generally  stratigraphically  controlled.

     Drilling  depths  for the Mississippian are usually less than 6,000 feet in
the  Hugoton,  making  it  an attractive area for drilling.  The biggest problem
here  is  getting  an  acreage  position  due  to the spacing of the Permian and
Kansas'  rules  for  additional  drilling.

     The  Arkoma  Basin  lies  in  southeastern  Oklahoma  and central Arkansas.
Geologically  it  is  bounded by the Ozark Plateau to the north and the Quachita
Overthrust  Belt  to the south.  The Basin was separated from the Anadarko Basin
by a series of volcanic islands and uplifts associated with the tectonics of the
region.  The  Arkoma  produces  mainly  dry  gas  from  the  Pennsylvanian  age
sandstones.  Production  is  from  stratigraphic  traps,  structural  traps  and
combination of the two.  There are some areas where the production is controlled
by the faults (forming boundaries and stacking formations within blocks) and yet
there  are  areas  where  faulting  is  not  important at all to the production.

     Depending  on  the  area of the Basin, drilling depths can range from a few
thousand  feet  to  17,000+  feet  and prospect definition can range from simple
stratigraphic  correlations and geologic mapping to state of the art 3D seismic.
This  area  is currently enjoying increased activity as shale gas formations are
now being exploited and seismic prospects have opened up new discoveries such as
the  Potato  Hills  Field.

     NEW  MEXICO ACREAGE ACQUISITION.  The Sierra Grande Uplift of NE New Mexico
joins  the  Dalhart  Basin  of  the  Texas  Panhandle in the north half of Union
County,  New  Mexico.  These  features  are  tectonic  of  Mid  Pennsylvanian to
Wolfcampian  (Permian)  age.  These  strata  consist  of  arkosic  sandstone,
conglomerate and shale. The arkosic sediments were derived from the granite core
of  these  elements  and  were  deposited  as  alluvial  fans  and  fan  deltas.

     Structures  of  the  Sierra  Grande  uplift  appear to have been controlled
primarily  by high angle faulting (normal and reverse). In the southern parts of
Union  County  and  Northeastern  part of Harding County commercial CO2 is being
produced.  The  northern part of Union County has many hydrocarbon shows in past
exploration  efforts  from  900  feet  deep  to  5,000  feet  deep.

     Aspen recently acquired 61,843 net acres of leasehold interest in this area
over  an  area of 61,843 gross acres. This results in Aspen owning an average of
100%  GWI with an estimated 85% average NRI. The area is prospective of coal-bed
methane, shale gas, and Pennsylvanian aged gas reservoirs. Even though Aspen has
not  completed  its  Plan  of  Development,  the  Company  is  encouraged by the
potential  and  the  large position it now holds. According to one analysis by a
geological  engineer,  the  potential could be as great as 100 BCF from the coal
beds  alone.

     EL  DORADO  FIELD.  The  El  Dorado Field of central southeast Kansas has a
long history of oil production and development.  Aspen has acquired interests in
over  200  wells within the past two years in this Field.  Current Company gross
production  is  approximately 450 Bopd from several different horizons including
the  Admire,  the  Mississippi,  the  Simpson  and  the  Viola.  Aspen  recently
completed  a  successful five well drilling program in the Field and third party
engineers  have identified several additional development opportunities on these
leases.


                                       11
<PAGE>
TITLE  OF  PROPERTIES

     Aspen  follows  industry  practice when acquiring undeveloped properties on
minimal  title investigation. A title opinion is obtained before drilling begins
on  the  properties.  Title  opinions  cover the majority of Aspen's properties.
The  Company's properties are subject to royalty interests and can be subject to
liens  incident  to  operating  agreements,  liens  for  current taxes and other
burdens  (although  none  exist  at  the  present time and in the event they are
filed)  Aspen  does not believe they will materially interfere with their use or
value.  Aspen  may  incur  additional  expenses  in  obtaining  titles  or doing
remedial  work  on  the  titles, but in the opinion of management these expenses
would  not  be  material.

OIL  AND  GAS  RESERVES

     Aspen's  reserves consist primarily of proved and probable reserves located
in  the States of Kansas, Oklahoma and Texas.  Reserve estimates were made using
industry-accepted  methodology  including  extrapolation  of performance trends,
volumetrics,  material  balance  and  statistical  analysis  of  analogs.  The
evaluator's  professional  judgment  and experience were used to select the most
appropriate  method  and  to  determine  the reasonableness of the results.  The
estimates  were  made  in  accordance  with  oil  and  gas  reserve  definitions
promulgated  by  the  U.S.  Securities  and  Exchange  Commission  (the  "SEC").

     The  following  table  summarizes  Aspen's estimated net proved oil and gas
reserves as of December 31, 2001 as estimated by Davis Engineering Company, Inc.

<TABLE>
<CAPTION>
                                                       TOTAL RESERVES
                                                       --------------
                                             Oil Bbls     Gas Mcf       Mboe
                                            ----------------------------------
<S>                                         <C>        <C>          <C>

    RESERVES
        Proved producing
          Oil (Bbl)                         1,951,711   18,889,300    5,099,927
        Proved non-producing
           Oil (Bbl)                            5,810    1,859,517      315,729
        Proved undeveloped
          Oil (Bbl)                         2,082,964    8,517,492    3,502,546
        Total Proved
          Oil (Bbl)                         4,040,485   29,266,309    8,918,202

    ESTIMATED FUTURE NET REVENUES
    BEFORE INCOME TAXES
        Proved producing                  $56,060,236
        Proved non-producing                4,093,652
        Proved undeveloped                 34,941,972

          Total                           $95,095,860

    ESTIMATED FUTURE NET REVENUES
    BEFORE INCOME TAXES DISCOUNTED AT 10%
        Proved producing                  $29,472,619
        Proved non-producing                  885,576
        Proved undeveloped                 19,877,174

          Total                           $50,235,369
</TABLE>

- -  Prices  based  on  $19.71  per  Bbl  of  oil and $ 2.31  per MMBtu of gas.

     The  reserve  data  set  forth  in  this Annual Report is only an estimate.
Numerous uncertainties are inherent in estimating oil and gas reserves and their
values,  including  many  factors  beyond  the  control of the producer. Reserve
engineering  is  a subjective process of estimating underground accumulations of


                                       12
<PAGE>
oil  and  gas  that  cannot  be measured in an exact manner. The accuracy of any
reserve  estimate  is  a  function  of  the  quality  of  available  data and of
engineering  and geological interpretation and judgment.  As a result, estimates
of  different  engineers  often  vary.  In  addition,  estimates of reserves are
subject  to  revision  by the results of later drilling, testing and production.
Accordingly,  reserve  estimates often differ from the quantities of oil and gas
ultimately  recovered.  The meaningfulness of estimates is highly dependent upon
the  accuracy  of  the  assumptions  upon  which  they  are  based.

     In  general,  oil  and  gas  production  declines as reserves are depleted.
Except  to  the  extent  that  Aspen  acquires  proven  reserves  or succeeds in
exploring and developing its own reserves, or both, Aspen's proven reserves will
decline  as  they  are  produced.  Aspen's  future  oil  and  gas production is,
therefore,  highly  dependent  upon its ability to acquire or develop additional
reserves.

DRILLING  ACTIVITY

     After experiencing gas prices reaching historic highs for the last 20 years
during  much  of  calendar year 2001, gas prices settled between $2.00 and $3.00
for  most  of the year with the low being slightly under $2.00, however, the gas
dominated  Mid-Continent  Region  of Oklahoma and Texas was the focus of Aspen's
exploitation and development during the calendar year 2001.  The drop in product
prices  slowed activity; however, Aspen managed to participate in 22 gross wells
(5.05  net wells), completing 10 as economic gas wells, 5 economic oil wells and
7  dry  holes.  Aspen's total investment of approximately $1,714,277 resulted in
Aspen adding new production of approximately 260 Net Bopd for an average finding
cost  of  $6,579  /  Bopd.  New  reserves are estimated at nearly 750 Mboe for a
finding  cost  per  barrel  of  $2.28, which is significantly below the industry
average.  The  present discounted value added to Aspen's present worth for these
new  wells  is  over  $5,000,000.00.

     Aspen  plans  to continue participating in viable well proposals throughout
the  next year as well as propose and drill projects in Oklahoma and Kansas. The
company  is budgeting a minimum of $2,000,000 out of cash flow to participate in
this  activity. Should commodity prices improve, the capital investment could be
as  much  as  $5,000,000.  With  the  company's  acreage  position,  there are a
significant  number of capital projects to justify this magnitude of investment.

OIL  AND  GAS  WELLS

     The  following  table sets forth the number of productive oil and gas wells
in  which  the  Company  had  a  working  interest  at December 31, 2001. During
calendar  year 2001, the average price received for oil and gas sales was $18.72
per  Boe,  and  the  average  cost of production was $8.66 per Boe, where Boe is
defined as the barrel of oil equivalent using 6 Mcf of gas to one barrel of oil.
Aspen  Energy Group's full cost pool was amortized at the rate of $5.35 per Boe.

<TABLE>
<CAPTION>
                               PRODUCTIVE  WELLS
                       Gross (1)               Net (2)
                ------  ------  ------  ------  ------  ------
Location         Oil     Gas    Total    Oil     Gas    Total
--------        ----------------------  ----------------------
<S>             <C>     <C>     <C>     <C>     <C>     <C>

Kansas             168       3     171  150.60     .72  151.32
Oklahoma           100     857     957   22.58  169.82  192.40
Texas               34      43      77   32.07    3.42   35.49
Other                0      37      37       0    2.08    2.08

Total              302     940   1,242  205.25  176.04  381.29
                ======================  ======================
<FN>
----------------
(1)  The  number  of gross wells is the total number of wells in which a working
     interest  is  owned.
(2)  The number of net wells is the sum of fractional working interests owned in
     gross  wells  expressed  as  whole  numbers  and  fractions  thereof.
</TABLE>


                                       13
<PAGE>
OIL  AND  GAS  ACREAGE

     The  following  table  summarizes  the  Company's developed and undeveloped
leasehold  acreage  at  December  31,  2001.

<TABLE>
<CAPTION>
                  DEVELOPED          UNDEVELOPED
                  ---------          -----------
             Gross (1)  Net (2)   Gross (1)   Net (2)
<S>          <C>       <C>        <C>       <C>
Kansas         13,055      8,218         0          0
Oklahoma      677,402    148,512       434        434
Texas          29,900     12,906     2,900      2,900
New Mexico          0          0    61,843     61,843

Total         720,357    169,636    65,177     65,177
             ===================  ===================

<FN>
----------------
(1)  The  number  of gross acres is the total number of acres in which a working
     interest  is  owned.
(2)  The number of net acres is the sum of fractional working interests owned in
     gross  acres  expressed  as  whole  numbers  and  fractions  thereof.
</TABLE>


ITEM  3.     LEGAL  PROCEEDINGS
             ------------------

     The  Company is not currently a party to any legal proceedings, which would
have  a  material  adverse  effect  on  the  Company.


ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
             -----------------------------------------------------------

     No matters were submitted to Shareholders during the six-month transitional
period  ended  December  31,  2001.


                                       14
<PAGE>
                                     PART II

ITEM  5.     MARKET  FOR  THE  COMPANY'S  COMMON  STOCK  AND RELATED STOCKHOLDER
             -------------------------------------------------------------------
             MATTERS
             -------

MARKET  INVESTMENTS

     The Common Stock began trading through the Canadian Dealing Network ("CDN")
on  June  24,  1996,  under  the  symbol "CVZC" and ceased trading on the CDN on
October  2,  2000,  when  the  shares  commenced trading on the Canadian Venture
Exchange  ("CDNX").  The  following  table  sets  forth  the  high  and  low bid
information  for the Company's Common Stock in United States dollars as reported
on  the  CDN  or  CDNX,  as applicable, for the periods indicated reflecting the
consolidation  on  a 1 for 7 basis effective February 12, 2001.  The information
in  the  table reflects inter-dealer prices, without retail mark-up, markdown or
commission,  and  may  not  necessarily  represent  actual  transactions.  From
December 31, 1997 to June 30, 1999, there were no significant trades on the CDN.

<TABLE>
<CAPTION>
                                     CDN-CDNX (U.S. DOLLARS)
                                     ----------------------
                                        HIGH        LOW
                                      ---------  ---------
<S>                                   <C>        <C>
       July 1 - September 30, 1999    $    2.59  $    0.70
       October 1 - December 31, 1999  $    1.54  $    0.98
       January 1 - March 31, 2000     $    0.98  $    0.84
       April 1 - June 30, 2000        $    2.66  $    1.96
       July 1 - September 30, 2000    $   1.925  $    1.40
       October 1 - December 31, 2000  $    2.58  $    0.56
       January 1 - February 26, 2001  $    2.25  $    0.98
</TABLE>

     The  Common  Stock  began  trading on The Toronto Stock Exchange ("TSE") on
February  26,  2001, under the symbol "ASR."  The following table sets forth the
high  and  low  sales  prices for the Common Stock for the periods indicated, in
Canadian  dollars.

<TABLE>
<CAPTION>
                                     TSE (CANADIAN DOLLARS)
                                     ----------------------
                                        HIGH        LOW
                                      ---------  ---------
<S>                                   <C>        <C>

       February 26 - March 31, 2001   $    1.95  $    1.60
       April 1 - June 30, 2001        $    2.40  $    1.25
       July 1 - September 30, 2001    $    1.50  $    1.15
       October 1 - December 31, 2001  $    1.00  $    0.58
</TABLE>

     The  Company's  Common  Stock  began  trading  through  the NASD Electronic
Bulletin  Board  on January 14, 1997 under the symbol "CTVYF."  On July 1, 1997,
the  Company's symbol was changed to "CTVY."  The Company's Common Stock was not
traded  through  the NASD Electronic Bulletin Board after October 17, 1997 until
June  2,  1999  when the Common Stock returned to trading on the NASD Electronic
Bulletin  Board under the symbol "KTNV."  At present, the Common Stock trades on
the  NASD  Electronic  Bulletin  Board  under the symbol "ASPGF."  The following
table  sets  forth the high and low transaction information for the Common Stock
in  U.S.  currency  as reported on the Electronic Bulletin Board for the periods
indicated.

<TABLE>
<CAPTION>
                                      OTCBB (U.S. DOLLARS)
                                      --------------------
                                        HIGH        LOW
                                      ---------  ---------
<S>                                   <C>        <C>
       July 1 - September 30, 1999    $    3.85  $    0.70
       October 1 - December 31, 1999  $    2.03  $    0.77
       January 1 - March 31, 2000     $    3.92  $    0.77


                                       15
<PAGE>
       April 1 - June 30, 2000        $    4.13  $    1.60
       July 1 - September 30, 2000    $    2.73  $    1.22
       October 1 - December 31, 2000  $    2.24  $    0.87
       January 1 - March 31, 2001     $    1.69  $    0.63
       April 1 - June 30, 2001        $    1.52  $    0.81
       July 1 - September 30, 2001    $    1.09  $    0.75
       October 1 - December 31, 2001  $    0.76  $    0.31
</TABLE>

     HOLDERS.  As  of  March  25,  2002,  there  were approximately 1,171 record
holders  of  the  Company's  Common  Stock.

DIVIDENDS

     The  Company has not previously paid any cash dividends on its Common Stock
and  does  not anticipate or contemplate paying dividends on the Common Stock in
the  foreseeable  future.  It  is the present intention of management to utilize
all available funds for the development of the Company's business.  In addition,
the  Company  may  not  pay  any dividends on common equity unless and until all
dividend  rights  on  outstanding  preferred stock, if any, have been satisfied.
The  only  other  restrictions that limit the ability to pay dividends on common
equity or that are likely to do so in the future, are those restrictions imposed
by  law  or  by  certain  credit  agreements.  Dividends  paid  to  non-Canadian
residents  would  be  subject  to  Canadian  withholding  tax.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     During  the  six-month  period  ended December 31, 2001, the Company issued
securities  in  transactions  not  requiring  registration  in  reliance  upon
exemptions from the registration requirements of the Securities Act of 1933 (the
"Securities  Act").  The  price  of  the  securities  issued  in  the  following
transactions  was  determined  in  each instance by the Board of Directors based
primarily upon the then current bid prices of the Common Stock of the Company on
the  date(s)  of agreements for issuance in its principal trading market and the
restriction  on the transferability of such securities. The unregistered sale of
these securities above were made in reliance upon Section 4(2) of the Securities
Act,  which provide exemptions for transactions not involving a public offering.
The  Company  determined  that  the  purchasers  of  these  securities  were
sophisticated  investors  who  had  the  financial ability to assume the risk of
their  total investment, acquired them for their own account and not with a view
to  any  distribution  thereof  to  the public.  The certificates evidencing the
securities  sold to United States residents bear legends stating that the shares
are  not  to be offered, sold or transferred other than pursuant to an effective
registration  statement  under  the  Securities  Act  or  an exemption from such
registration  requirements.

     ACQUISITIONS.  In  connection  with  the acquisition of United Cementing on
August  9,  2001  (effective  January  1,  2001),  the Company issued a total of
250,000  shares  of  Common  Stock  valued  at  $250,000 to the owners of United
Cementing.

     SPECIAL  WARRANTS.  The  Company initiated a private placement of 1,230,000
Special  Warrants  at $1.50 each for gross proceeds of $1,845,000.  Each Special
Warrant is exchangeable for one unit (one common share and one-half common share
purchase  warrant)  on or before the earlier of (i) the fifth business day after
the  date  of  issuance  of  a  Prospectus  Receipt by the securities regulatory
authority  in Ontario, Canada or (ii) April 4, 2002, without additional payment.
Each  Special  Warrant  that has been not exercised prior to the expiration date
will  be  deemed  to  be  exercised  immediately  prior  thereto.  Because  the
Prospectus  Receipt  had  not been issued by August 2, 2001, each of the Special
Warrants  exercised  entitles the holder, without additional payment, to receive
1.1  units  for  each  Special  Warrant so exercised, or deemed exercised.  Each
whole  common  share  purchase  warrant is exercisable for one common share at a
price  of  $1.80,  subject to adjustment in certain events, until April 4, 2003.
The common stock purchase warrants may be redeemed at a price of $.01 subject to
certain events.  There were 495,000 exercisable Special Warrants at December 31,
2001.  In  connection with the exercise of 735,000 Special Warrants, the Company
issued 808,500 shares of Common Stock and warrants to acquire 404,250 shares for
$1.80  per  share  through  April  4,  2003.

     STOCK ISSUANCES FOR SERVICES.  In November 2001, the Company issued a total
of  70,000  shares  of Common Stock to CEOcast in exchange for various services,
having  an  estimated  aggregate  value  of  $43,400.


                                       16
<PAGE>
     STOCK  ISSUANCE FOR DEBT.  On March 28, 2002 (effective December 31, 2001),
a  promissory  note  of  the  Company  in the principal amount of $3,000,000 was
cancelled  and  exchanged for 2,857,143 shares of Common Stock.  On February 28,
2002,  the  interest  due  on  said  promissory  note  was satisfied through the
issuance  of  1,000,000  shares  of  Common  Stock.

     OTHER  STOCK  OPTION GRANTS. During the six-month period ended December 31,
2001,  the Company granted stock options to acquire a total of 457,142 shares of
Common  Stock  for  an  exercise  price  of $1.00 per share and stock options to
acquire a total of 20,000 shares for an exercise price of $0.50 per share. These
options  were  granted to employees and consultants of the Company. All of these
options  are  currently  outstanding.


ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION
             ----------------------------------------------------------------

SIX-MONTH PERIOD ENDING DECEMBER 31, 2001 AS COMPARED TO SIX-MONTH PERIOD ENDING
DECEMBER  31,  2000

     During the six-month period ended December 31, 2001, the Company had a loss
of  $869,198  on  revenues  of  $4,253,081  as  compared  with  net  earnings of
$1,435,194  on  revenues  of  $5,223,055  for the same period ended December 31,
2000.  The  18.6%  decrease in revenue is primarily attributable to the decrease
in  oil  and  gas  prices  during  the  period.

     Expenses  for  the  six-month  period  ended December 31, 2001, amounted to
$4,661,757  compared  to  $3,231,191 for the same period in 2000, an increase of
$1,430,566  or  44.3%.  The  increase  is  attributable  to:

     -    an  increase of $871,200 in oil and gas production expenses associated
          with  the  increased number of wells in which the company participates
          as  well  as operating costs associated with product service revenues;
     -    an  increase in general and administrative expenses of $230,143 mostly
          related  to  additional  acquisition  overhead  costs;  and
     -    an increase of $329,216 in depreciation and depletion directly related
          to  increased  oil  and  gas  sales.

     Operating  loss  was  $408,676 for six-month period year ended December 31,
2001,  compared to an operating income of $1,991,864 for the same period in 2000
as  a  result  of  increased  operating  cost  and  lower  product  prices.

     Interest and financing expense for the six-month period year ended December
31,  2001,  was  $482,446  compared  to  $556,670 for the same period in 2000, a
decrease  of  $74,224  or  13.3%,  resulting  from lower bank financing charges.

FISCAL  YEAR  2001  AS  COMPARED  TO  FISCAL  YEAR  2000

     During the fiscal year ended June 30, 2001, the Company had net earnings of
$2,100,524  on  revenues of $10,549,274 as compared with net earnings of $94,116
on  revenues  of  $3,481,718  for  the  fiscal  year  ended  June  30,  2000.

     Revenue for the 2001 fiscal year was $10,549,274 compared to $3,481,718 for
2000,  an  increase  of  $7,067,556  or  203%.  This  increase  is  primarily
attributable  to a 190% increase in oil and gas sales during the 2001 year.  The
increase  in  oil  and  gas  sales is a result of the acquisition of oil and gas
properties  and  higher  energy  prices.

     Expenses  for  the  2001  fiscal  year  amounted  to $7,397,721 compared to
$2,709,973  for  2000,  an  increase  of  $4,687,748  or  173%.  The increase is
attributable  to:

     -    an  increase  in  oil  and gas production expenses associated with the
          increased  number  of  wells  in  which  the  company  participates;


                                       17
<PAGE>
     -    an  increase  in  general  and  administrative  expenses of $1,385,634
          mostly  related  to  additional  staff;
     -    an  increase  of $1,833,559 in oil and gas production costs related to
          increased  oil  and  gas  sales;  and
     -    an  increase  of  $1,125,097  in  depreciation  and depletion directly
          related  to  increased  oil  and  gas  sales.

     Operating  income was $3,151,553 in 2001 compared to an operating income of
$771,745  in  2000  as  a  result  of  increased  sales.

     Interest  and  financing  expense  for  the 2001 fiscal year was $1,085,286
compared  to $665,362 in 2000, an increase of $419,924 or 63%.  This increase is
attributable  to  bank debt incurred and a note payable given in connection with
the  acquisition  and  development  of  oil  and  gas  properties.

LIQUIDITY  AND  CAPITAL  RESOURCES

     On December 31, 2001, the Company had cash of $50,600 and a working capital
deficit  of  $5,701,021  calculated  by  subtracting  current  liabilities  of
$8,937,690  from  current  assets  of $3,236,669.  The Company has substantially
reduced  this  working  capital deficit by exchanging $3,000,000 of current debt
for common stock.  Management intends to refinance an additional $2.8 million of
these  current  liabilities  over  the  next  12  months.

     The  Company  intends  to  fund  its  2002  development activities from the
proceeds  of  private  placements of equity instruments, exercise of outstanding
options  and  warrants,  traditional  bank debt and institutional reserves based
financing.  There  is  no  assurance  the  Company  will  be successful in these
efforts.

OTHER  MATTERS

     In  June  2001, the Financial Accounting Standards Board (FASB) issued SFAS
No.  141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible
Assets,  collectively,  the  Statements. These Statements drastically change the
accounting  for  business combinations, goodwill and intangible assets. SFAS No.
141  eliminates  the  pooling-of-interests  method  of  accounting  for business
combinations  except  for  qualifying  business combinations that were initiated
prior  to  July  1,  2001.  SFAS  No. 141 also changes the criteria to recognize
intangible  assets  apart  from  goodwill.  Under  SFAS  No.  142,  goodwill and
indefinite  lived  intangible  assets  are  no longer amortized but are reviewed
annually  for  impairment,  or  more  frequently if impairment indicators arise.
Separable intangible assets that have finite lives will continue to be amortized
over  their  useful  lives. The amortization provisions of SFAS No. 142 apply to
goodwill  and  intangible  assets  acquired after June 30, 2001. With respect to
goodwill  and intangible assets acquired prior to July 1, 2001, the amortization
provisions  of  SFAS  No.  142  are  effective  upon  adoption  of SFAS No. 142.
Pre-existing  goodwill  and  intangibles will be amortized during the transition
period  until  adoption. The Company will adopt SFAS No. 141 and SFAS No. 142 as
of  January  1, 2002, but does not anticipate a material impact on its financial
position  or  results  of  operations.

     In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations.  SFAS No. 143 covers all legally enforceable obligations associated
with  the  retirement  of tangible long-lived assets and provides the accounting
and  reporting  requirements  for such obligations. SFAS No. 143 guidance covers
(1)  the  timing  of  the  liability recognition, (2) initial measurement of the
liability,  (3)  allocation  of asset retirement cost to expense, (4) subsequent
measurement  of  the liability and (5) financial statement disclosures. SFAS No.
143  requires that an asset retirement cost should be capitalized as part of the
cost  of  the  related  long-  lived asset and subsequently allocated to expense
using  a  systematic  and  rational method. The Company will adopt the statement
effective  no later than January 1, 2003, as required. Any transition adjustment
resulting  from  the  adoption  of SFAS No. 143 will be reported as a cumulative
effect  of  a  change  in accounting principle. At this time, the Company cannot
reasonably  estimate  the  effect  of  the  adoption  of  this  statement on its
financial  position  or  results  of  operations.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or  Disposal  of  Long-Lived  Assets.  This  statement  supersedes SFAS No. 121,
Accounting  for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed of.  The Company will adopt SFAS No. 144 as of January 1, 2002, but
does  not  anticipate  a material impact on its financial position or results of
operations.


                                       18
<PAGE>
ESTIMATED  RESERVES

     Approximately  40% of Aspen's oil and gas properties are proved undeveloped
reserves.  Aspen  emphasizes  that  reserve  estimates  of  new  discoveries  or
undeveloped  properties  are  more imprecise than those of producing oil and gas
properties.  Accordingly,  these  estimates are expected to change materially as
future  information  becomes  available.


                                       19
<PAGE>
ITEM  7.     FINANCIAL  STATEMENTS
             ---------------------

                        ASPEN GROUP RESOURCES CORPORATION
                                AND SUBSIDIARIES


                                    CONTENTS


                                                                           PAGE
                                                                           ----
Independent Auditor's Report. . . . . . . . . . . . . . . . . . . . . . .    21

Consolidated Financial Statements

    Consolidated Balance Sheet. . . . . . . . . . . . . . . . . . . . . .    22

    Consolidated Statements of Operations . . . . . . . . . . . . . . . .    23

    Consolidated Statement of Changes in Stockholders' Equity . . . . . .    24

    Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . .    26

    Notes to Consolidated Financial Statements. . . . . . . . . . . . . .    27


                                       20
<PAGE>
INDEPENDENT AUDITOR'S REPORT



Board  of  Directors
Aspen  Group  Resources  Corporation


We  have  audited  the  accompanying  consolidated  balance sheet of Aspen Group
Resources  Corporation  and subsidiaries as of December 31, 2001 and the related
consolidated  statements of operations, changes in stockholders' equity and cash
flows  for  the  six  months ended December 31, 2001 and the year ended June 30,
2001.  These  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial  position  of  Aspen Group
Resources  Corporation and subsidiaries as of December 31, 2001, and the results
of  their  operations and their cash flows for the six months ended December 31,
2001  and the year ended June 30, 2001, in conformity with accounting principles
generally  accepted  in  the  United  States  of  America.


Lane  Gorman  Trubitt,  L.L.P.


Dallas,  Texas
February  15,  2002


                                       21
<PAGE>
<TABLE>
<CAPTION>
               ASPEN GROUP RESOURCES CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2001

                                     ASSETS
                                     ------

<S>                                                                  <C>
CURRENT ASSETS
  Cash                                                               $     50,600
  Accounts receivable
    Trade                                                               2,424,317
    Other                                                                   2,938
  Materials and supplies inventory                                        475,327
  Prepaid expenses                                                        283,487
                                                                     -------------
    Total current assets                                                3,236,669
                                                                     -------------

PROVED OIL & GAS PROPERTIES (FULL COST METHOD)
  net of accumulated depletion of $4,815,423
                                                                       49,638,972

PROPERTY AND EQUIPMENT
  net of accumulated depreciation of $2,249,246                         2,515,893

OTHER ASSETS
  Notes receivable                                                        100,000
  Note receivable - related party                                         125,000
  Nonmarketable security                                                  236,119
  Prepaid expenses                                                        105,498
  Deposits and other assets                                               108,880
                                                                     -------------

      TOTAL ASSETS                                                   $ 56,067,031
                                                                     =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      -------------------------------------

CURRENT LIABILITIES
  Accounts payable
    Trade                                                            $  2,276,559
    Revenue distribution                                                  577,621
  Accrued expenses                                                        112,840
  Accrued interest                                                        150,593
                                                                     -------------
                                                                        3,117,613
  Current maturities of long-term debt                                  5,820,077
                                                                     -------------
    Total current liabilities                                           8,937,690
                                                                     -------------

LONG-TERM DEBT, LESS CURRENT MATURITIES                                12,848,399

STOCKHOLDERS' EQUITY
  Preferred stock, no par value, authorized-unlimited, issued-none
     issued-none                                                                -
  Common stock, no par value, authorized-unlimited,
    issued - 20,204,157 shares                                         46,943,541
  Less subscriptions for 122,535 shares                                  (214,436)
  Warrants and beneficial conversion feature                            1,305,236
  Accumulated deficit                                                 (13,753,399)
                                                                     -------------
    Total stockholders' equity                                         34,280,942
                                                                     -------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 56,067,031
                                                                     =============

See accompanying notes to these financial statements.
</TABLE>


                                       22
<PAGE>
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF OPERATIONS
    SIX MONTHS ENDED DECEMBER 31, 2001 AND 2000 AND YEAR ENDED JUNE 30, 2001

                                                    (Unaudited)
                                    December 31,    December 31,     June 30,
                                        2001            2000           2001
                                   --------------  --------------  ------------
<S>                                <C>             <C>             <C>
REVENUE
  Oil and gas sales                $   3,534,322   $   5,223,055   $10,055,440
  Product and service revenues           718,759               -       493,834
                                   --------------  --------------  ------------
    Total revenues                     4,253,081       5,223,055    10,549,274
                                   --------------  --------------  ------------

EXPENSES
  Oil and gas production               1,647,810       1,344,015     2,787,550
  Operating expenses                     567,412               -       353,815
  General and administrative           1,142,015         911,872     2,015,210
  Depreciation and depletion           1,304,520         975,304     2,241,146
                                   --------------  --------------  ------------
    Total expenses                     4,661,757       3,231,191     7,397,721
                                   --------------  --------------  ------------

EARNINGS (LOSS) FROM OPERATIONS         (408,676)      1,991,864     3,151,553

OTHER INCOME (EXPENSE)
  Interest and financing expense        (482,446)       (556,670)   (1,085,286)
  Other income                            21,702               -        34,479
                                   --------------  --------------  ------------
    Total other                         (460,744)       (556,670)   (1,050,807)
                                   --------------  --------------  ------------

EARNINGS (LOSS) BEFORE INCOME
   TAXES AND MINORITY INTERESTS         (869,420)      1,435,194     2,100,746

INCOME TAXES                                   -               -             -
                                   --------------  --------------  ------------

NET EARNINGS (LOSS) BEFORE
   MINORITY INTERESTS                   (869,420)      1,435,194     2,100,746

MINORITY INTERESTS                          (222)              -           222
                                   --------------  --------------  ------------

NET EARNINGS (LOSS)                $    (869,198)  $   1,435,194   $ 2,100,524
                                   ==============  ==============  ============

BASIC EARNINGS (LOSS) PER SHARE    $        (.04)  $         .08   $       .11

DILUTED NET EARNINGS (LOSS) PER
SHARE                              $        (.04)  $         .07   $       .10

WEIGHTED AVERAGE SHARES               19,582,323      18,517,703    18,783,941

WEIGHTED AVERAGE SHARES -
ASSUMING DILUTION                     22,989,269      19,818,715    20,084,953

See accompanying notes to these financial statements.
</TABLE>


                                       23
<PAGE>
<TABLE>
<CAPTION>
                                CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                               SIX MONTHS ENDED DECEMBER 31, 2001 AND YEAR ENDED JUNE 30, 2001

                                                                           Common Stock       Special Shares    Warrants and
                                                     Common Stock           Subscribed            Shares         Beneficial
                                                -----------------------  -------------------      -------        Conversion
                                                  Shares      Amount     Shares    Amount         Amount           Feature
                                                ----------  -----------  -------  ----------      -------        -----------
<S>                                             <C>         <C>          <C>      <C>         <C>      <C>       <C>
BALANCES, June 30, 2000                         18,054,875  $43,410,125  122,535  $(214,436)        -  $      -   $823,695

Exercise of warrants in July 2000
   ($1.26 per share)                                60,714       76,500        -          -         -         -           -
Exercise of warrants in September 2000
   ($1.26 per share)                               125,000      157,500        -          -         -         -           -
Issuance of shares in October  2000 for
   services ($1.05 - $1.97 per share)               23,969       30,500        -          -         -         -           -
Issuance of shares in October 2000 for
   services related to the acquisition
   of oil and gas properties
   and equipment ($1.97 per share)                 214,286      420,000        -          -         -         -           -
Issuance of shares in October 2000 for the
   acquisition  of oil and gas properties,
   inventory  and equipment ($3.15 per share)      571,429    1,800,000        -          -         -         -           -
Exercise of warrants in November 2000
   ($1.26 per share)                                 3,571        4,500        -          -         -         -           -
Issuance of special  warrants in private
   offering which closed in April 2001
   ($1.50 per share)                                     -            -        -          -         -         -   1,845,000
Costs related to issuance of special
   warrants                                              -            -        -          -         -         -    (648,443)
Issuance of shares in April 2001 for
   services ($.98 - 2.52 per share)                 21,813       36,000        -          -         -         -           -

Net earnings                                             -            -        -          -         -         -           -
                                                ----------  -----------  -------  ----------  -------  --------  -----------

BALANCES, June 30, 2001                         19,075,657   45,935,125  122,535   (214,436)        -         -   2,020,252

Conversion of accounts payable to
   common stock in
   August 2001 ($1.00 per share)                   250,000      250,000        -          -         -         -           -
Conversion of special warrants to
   common stock in October                         808,500      715,016        -          -         -         -    (715,016)
Issuance of shares in November 2001 for
    services ($.62 per share)                       70,000       43,400        -          -         -         -           -

Net loss                                                 -            -        -          -         -         -           -
                                                ----------  -----------  -------  ----------  -------  --------  -----------

BALANCES, December 31, 2001                     20,204,157  $46,943,541  122,535  $(214,436)        -  $      -  $1,305,236
                                                ==========  ===========  =======  ==========  =======  ========  ===========

See accompanying notes to these financial statements.

                                       24
<PAGE>
                                                 Accumulated
                                                   Deficit       Total
                                                -------------  ------------

BALANCES, June 30, 2000
                                                $(14,984,725)  $29,034,659
<S>                                             <C>            <C>

Exercise of warrants in July 2000
   ($1.26 per share)                                       -        76,500
Exercise of warrants in September 2000
   ($1.26 per share)                                       -       157,500
Issuance of shares in October  2000 for
   services ($1.05 - $1.97 per share)                      -        30,500
Issuance of shares in October 2000 for
   services related to the acquisition
   of oil and gas properties
   and equipment ($1.97 per share)                         -       420,000
Issuance of shares in October 2000 for the
   acquisition  of oil and gas properties,
   inventory and equipment ($3.15 per share)               -     1,800,000
Exercise of warrants in November 2000
   ($1.26 per share)                                       -         4,500
Issuance of special  warrants in private
   offering which closed in April 2001
   ($1.50 per share)                                       -     1,845,000
Costs related to issuance of special
   warrants                                                -      (648,443)
Issuance of shares in April 2001 for
   services ($.98 - 2.52 per share)                        -        36,000

Net earnings                                       2,100,524     2,100,524
                                                -------------  ------------

BALANCES, June 30, 2001                          (12,884,201)   34,856,740

Conversion of accounts payable to
   common stock in
   August 2001 ($1.00 per share)                           -       250,000
Conversion of special warrants to
   common stock in October                                 -             -
Issuance of shares in November 2001 for
   services ($.62 per share)                               -        43,400

Net loss                                            (869,198)     (869,198)
                                                -------------  ------------

BALANCES, December 31, 2001                     $(13,753,399)  $34,280,942
                                                =============  ============

See accompanying notes to these financial statements.
</TABLE>


                                       25
<PAGE>
<TABLE>
<CAPTION>
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED DECEMBER 31, 2001 AND 2000 AND YEAR ENDED JUNE 30, 2001

                                                                                      (Unaudited)
                                                                      December 31,    December 31,     June 30,
                                                                          2001            2000           2001
<S>                                                                  <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net earnings (loss)                                                $    (869,198)  $   1,435,194   $  2,100,524
  Adjustments to reconcile net earnings (loss) to net cash
      provided by operating activities:
    Gain on sale of fixed assets                                            (3,968)              -              -
    Depreciation and depletion                                           1,304,520         975,304      2,241,146
    Amortization                                                           114,417         128,590        227,664
    Common stock  issued for services and other services                    43,400          30,500         66,500
    Services received in exchange for reduction in note receivable         103,000               -              -
    Minority interests                                                        (222)              -            222
    Change in assets and liabilities, net
        Accounts receivable                                               (212,499)     (1,641,168)      (755,433)
        Prepaid expenses                                                   (46,847)       (149,455)       (43,030)
        Accounts payable and accrued liabilities                           857,432         588,237      1,560,734
        Materials and supplies inventory                                   (36,482)            449         13,521
      Net cash provided by operating activities                          1,253,553       1,367,651      5,411,848

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sale of oil and gas properties                           1,000,000         168,272        168,272
  Proceeds from sale of fixed assets                                        28,600               -              -
  Oil and gas properties purchased                                        (908,008)     (2,135,143)    (6,058,006)
  Exploration and development costs capitalized                         (3,162,967)     (1,131,512)    (2,953,347)
  Issuance of notes receivable                                                   -        (200,000)      (303,000)
  Issuance of note receivable - related party                                    -               -       (125,000)
  Purchase of United Cementing & Acid Co., Inc.                                  -               -     (1,250,000)
  Acquisition of property and equipment                                   (251,072)       (169,239)      (396,373)
      Net cash used by investing activities                             (3,293,447)     (3,467,622)   (10,917,454)

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock and exercise of warrants                                  -         238,500      2,083,500
  Costs related to sale of stock and issuance of notes payable                   -         (33,530)      (648,443)
  Issuance of notes payable and long-term debt                           1,415,923       1,918,712      4,918,742
  Issuance of related party note payable                                         -               -        200,000
  Repayment of notes payable and long-term debt                           (233,223)       (275,212)      (459,645)
      Net cash provided by financing activities                          1,182,700       1,848,470      6,094,154

NET INCREASE (DECREASE) IN CASH                                           (857,194)       (251,501)       588,548

CASH - BEGINNING OF PERIOD                                                 907,794         319,246        319,246

CASH - END OF PERIOD                                                 $      50,600   $      67,745   $    907,794
                                                                     --------------  --------------  -------------
SUPPLEMENTAL INFORMATION
  Cash paid for interest                                             $     428,446   $     556,670   $  1,079,286
  Conversion of special warrants to common stock                           715,016               -              -
  Conversion of accounts payable to common stock                           250,000               -              -
  Issuance of common stock for acquisition consulting fees                       -         420,000        420,000
  Equipment and other assets acquired with common stock
Extinguishment of convertible debentures                                         -       1,800,000      1,800,000
  Purchase of nonmarketable security with note payable                           -               -        236,119
  Proceeds from sale of 25% of United Cementing & Acid Co.,
Inc.                                                                             -               -        312,500
  Noncash collections on notes receivable                                        -               -        100,000

See accompanying notes to these financial statements.
</TABLE>


                                       26
<PAGE>
1.   NATURE OF OPERATIONS
     --------------------

     The  Company  is  an independent energy company engaged in the acquisition,
     exploitation,  development,  and operation of oil and gas properties with a
     geographical  focus  in  major  oil  &  gas producing regions in the United
     States  of  America.

     The  Company  was  incorporated under the laws of Ontario, Canada as Cotton
     Valley  Energy  Limited on February 15, 1995. On June 14, 1996, the Company
     merged  with  Arjon Enterprises, Inc., an Ontario corporation and reporting
     issuer  in  Ontario.  As  a  result  of  that merger the Company's name was
     changed  to Cotton Valley Resources Corporation. The Company continued from
     Ontario  to  the  Yukon Territory pursuant to Articles of Continuance dated
     February  9,  1998.  On February 28, 2000 the Company's name was changed to
     Aspen  Group  Resources  Corporation.

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
     ----------------------------------------------

     Oil  and  Gas  Properties
     -------------------------
     The  Company  follows  the  full-cost  method of accounting for oil and gas
     properties. Accordingly, all costs associated with acquisition, exploration
     and  development  of  oil  and  gas  reserves,  including  directly related
     overhead  costs,  are  capitalized into a "full-cost pool". A separate full
     cost  pool  is  established  for  U.S.  and  non-U.S.  properties.

     All  capitalized  costs  of oil and gas properties, including the estimated
     future  costs  to  develop  proved  reserves,  are  amortized  on  the
     unit-of-production  method  using  estimates  of  proved  reserves.  Costs
     directly  associated  with  the  acquisition  and  evaluation  of  unproved
     properties  are  excluded  from  the  amortization  base  until the related
     properties  are  evaluated.  Such  unproved  properties  are  assessed
     periodically  and  a  provision  for  impairment  is  made to the full-cost
     amortization  base  when  appropriate.

     Sales  of  oil and gas properties are credited to the full-cost pool unless
     the  sale  would  have  a  significant  effect  on  the  amortization rate.
     Abandonments  of properties are accounted for as adjustments to capitalized
     costs  with no loss recognized. Oil and gas drilling and workover equipment
     used  primarily  on  the Company's properties are included in the full cost
     pool.

     The net capitalized costs are subject to a "ceiling test" which limits such
     costs  to  the  aggregate  of  the  estimated  present  value of future net
     revenues  from  proved  reserves discounted at ten percent based on current
     economic  and  operating  conditions.

     The  various  properties  are  located  in eleven states with a predominate
     focus  in  Oklahoma,  Kansas  and  Texas.

     The  recoverability  of  amounts  capitalized for oil and gas properties is
     dependent  upon  the  identification  of economically recoverable reserves,
     together  with  obtaining  the necessary financing to exploit such reserves
     and  the  achievement  of  profitable  operations.

     Revenue  Recognition
     --------------------
     Revenue  is accrued and recognized in the month the oil and gas is produced
     and sold. Reimbursement of costs from well operations is netted against the
     related  oil  and  gas  production  expenses.

     Inventories
     -----------
     Inventories,  which  consist primarily of oilfield equipment, acidizing and
     cementing  products,  and supplies held for resale, are stated at the lower
     of  cost  or  market  using  the  first-in,  first-out  (FIFO)  method.

     Debenture  Financing  Costs
     ---------------------------
     Debenture  financing costs are being amortized ratably over the life of the
     related  debenture.

     Property  and  Equipment
     ------------------------
     Property  and  equipment  is  recorded  at  cost  and  depreciated  on  a
     straight-line  basis  over  the  estimated  useful  lives  of  the  assets.


                                       27
<PAGE>
     Nonmarketable  Security
     -----------------------
     The  nonmarketable security, representing a 5% common stock investment in a
     closely held corporation acquired in March 2001, is accounted for using the
     cost  method  of  accounting.  A  readily  determinable  fair  value is not
     available.

     Basis  of  Presentation
     -----------------------
     The accompanying financial statements have been prepared in accordance with
     accounting  principles  generally  accepted  in  the  United  States.  The
     differences  between accounting principles generally accepted in the United
     States  and  Canada  would  not  have a material impact on the accompanying
     financial  statements. The Company's assets and principal activities are in
     the  United  States  and  its  functional  currency  is  the  U.S.  dollar;
     accordingly,  the  accompanying  financial statements are presented in U.S.
     dollars.  The  effects of exchange rate changes on transactions denominated
     in  Canadian dollars or other currencies are charged to operations. Foreign
     exchange  gains  or  losses  were  insignificant for all periods presented.

     Income  Taxes
     -------------
     Income  taxes  are provided for the tax effects of transactions reported in
     the  financial  statements and consist of taxes currently due, if any, plus
     net  deferred  taxes  related primarily to differences between the bases of
     assets and liabilities for financial and income tax reporting. Deferred tax
     assets  and  liabilities  represent  the  future tax return consequences of
     those  differences,  which  will  either  be taxable or deductible when the
     assets  and  liabilities  are  recovered  or  settled.  Deferred tax assets
     include recognition of operating losses that are available to offset future
     taxable  income  and tax credits that are available to offset future income
     taxes. Valuation allowances are recognized to limit recognition of deferred
     tax  assets  where  appropriate.  Such  allowances  may  be  reversed  when
     circumstances  provide  evidence  that  the  deferred  tax assets will more
     likely  than  not  be  realized.

     Net  Earnings  Per  Share
     -------------------------
     Per  share  information  is  based on the weighted average number of common
     stock  and  common  stock equivalent shares outstanding. As required by the
     Securities and Exchange Commission rules, all warrants, options, and shares
     issued  within  a  year  prior  to  the  initial  filing  of a registration
     statement  are  assumed  to  be  outstanding  for  each  year presented for
     purposes  of  the  earnings  per  share  calculation.

     Cash  Flow  Statement
     ---------------------
     For  purposes  of  the  statements of cash flows, the Company considers all
     highly liquid debt instruments purchased with an original maturity of three
     months  or  less  to  be  cash  equivalents.

     Advertising  Costs
     ------------------
     The  Company's  policy is to expense all advertising costs in the period in
     which they are incurred. Advertising and promotion expense was $121,130 and
     $276,651  for  the  periods  ended  December  31,  2001  and June 30, 2001,
     respectively.

     Stock-Based  Compensation
     -------------------------
     Statement  of  Financial  Accounting  Standards  No.  123  - Accounting for
     Stock-Based  Compensation  (SFAS 123), requires recognition of compensation
     expense  for  grants  of stock, stock options, and other equity instruments
     based on fair value. If the grants are to employees, companies may elect to
     disclose  only  the  pro  forma  effect  of  such  grants on net income and
     earnings  per  share  in  the notes to financial statements and continue to
     account for the grants pursuant to APB Opinion No. 25, Accounting for Stock
     Issued  to  Employees.  The  Company  has  elected the pro forma disclosure
     alternative  for  employee  grants.

     Use  of  Estimates
     ------------------
     The  preparation  of  the  Company's  consolidated  financial statements in
     conformity  with  generally  accepted  accounting  principles  requires the
     Company  to make estimates and assumptions that affect the amounts reported
     in  these financial statements and accompanying notes. Actual results could
     differ  from  those  estimates. Significant assumptions are required in the
     valuation  of  proved  oil  and  gas reserves, which as described above may
     affect  the  amount  at which oil and gas properties are recorded. It is at
     least reasonably possible those estimates could be revised in the near term
     and  those  revisions  could  be  material.


                                       28
<PAGE>
     Principles  of  Consolidation
     -----------------------------
     The  consolidated  financial statements include the accounts of the Company
     and its majority-owned subsidiaries. All material intercompany accounts and
     transactions  of  consolidated  subsidiaries  have  been  eliminated  in
     consolidation.

     Accounting  Pronouncements
     --------------------------

     In  June  2001, the Financial Accounting Standards Board (FASB) issued SFAS
     No.  141,  Business  Combinations,  and  SFAS  No.  142, Goodwill and Other
     Intangible  Assets,  collectively,  the  Statements.  These  Statements
     drastically  change  the accounting for business combinations, goodwill and
     intangible  assets. SFAS No. 141 eliminates the pooling-of-interests method
     of  accounting  for  business  combinations  except for qualifying business
     combinations  that  were initiated prior to July 1, 2001. SFAS No. 141 also
     changes  the  criteria  to recognize intangible assets apart from goodwill.
     Under  SFAS No. 142, goodwill and indefinite lived intangible assets are no
     longer  amortized  but  are  reviewed  annually  for  impairment,  or  more
     frequently if impairment indicators arise. Separable intangible assets that
     have  finite  lives  will continue to be amortized over their useful lives.
     The  amortization  provisions  of  SFAS  No.  142  apply  to  goodwill  and
     intangible  assets  acquired  after June 30, 2001. With respect to goodwill
     and  intangible  assets  acquired  prior  to July 1, 2001, the amortization
     provisions  of  SFAS  No.  142 are affective upon adoption of SFAS No. 142.
     Pre-existing  goodwill  and  intangibles  will  be  amortized  during  the
     transition  period  until adoption. The Company will adopt SFAS No. 141 and
     SFAS  No.  142  as  of  January 1, 2002, but does not anticipate a material
     impact  on  its  financial  position  or  results  of  operations.

     In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
     Obligations.  SFAS  No.  143  covers  all  legally  enforceable obligations
     associated  with  the retirement of tangible long-lived assets and provides
     the  accounting  and  reporting requirements for such obligations. SFAS No.
     143  guidance  covers  (1)  the  timing  of  the liability recognition, (2)
     initial  measurement  of  the liability, (3) allocation of asset retirement
     cost  to  expense,  (4)  subsequent  measurement  of  the liability and (5)
     financial  statement  disclosures.  SFAS  No.  143  requires  that an asset
     retirement  cost  should  be capitalized as part of the cost of the related
     long-  lived asset and subsequently allocated to expense using a systematic
     and  rational  method.  The  Company  will adopt the statement effective no
     later  than  January  1,  2003,  as  required.  Any  transition  adjustment
     resulting  from  the  adoption  of  SFAS  No.  143  will  be  reported as a
     cumulative  effect  of  a change in accounting principle. At this time, the
     Company  cannot  reasonably  estimate  the  effect  of the adoption of this
     statement  on  its  financial  position  or  results  of  operations.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
     or  Disposal  of Long-Lived Assets. This statement supercedes SFAS No. 121,
     Accounting  for  the  Impairment  of  Long-Lived  Assets and for Long-Lived
     Assets to be Disposed of. The Company will adopt SFAS No. 144 as of January
     1,  2002,  but  does  not  anticipate  a  material  impact on its financial
     position  or  results  of  operations.

     Long-Lived  Assets
     ------------------
     Long-lived  assets,  other  than  oil  and gas properties, are periodically
     reviewed  for  impairment  based on an assessment of future operations. The
     Company  records  impairment losses on long-lived assets used in operations
     when  indicators  of impairment are present and the undiscounted cash flows
     estimated  to  be  generated  by  those  assets  are  less than the assets'
     carrying  amount.  Measurement  of  an impairment loss is based on the fair
     market  value  of  the  asset.  Impairment  for  oil  and gas properties is
     computed  in  the  manner  described  above under "Oil and Gas Properties."

     Fiscal  Year  Change
     --------------------
     On  December 20, 2001, the Company elected to change the date of its fiscal
     year-end to December 31. The six-month transition period ended December 31,
     2001  bridges  the  gap between the Company's old and new fiscal year ends.


                                       29
<PAGE>
3.   ACQUISITIONS
     ------------

     United  Cementing  &  Acid  Co.,  Inc.
     --------------------------------------
     Effective  January  1,  2001,  the  Company  entered  into a share purchase
     agreement  to acquire 100% of United Cementing & Acid Co., Inc. (United), a
     privately  held  oilfield service company. For financial statement purposes
     the  acquisition  was  accounted  for as a purchase. The aggregate purchase
     price  was  $1,250,000. On April 13, 2001, the Company entered into a share
     purchase  agreement to sell 25% of United to a director of the Company. The
     aggregate  sale  price  was  $312,500. For financial statement purposes the
     acquisition  was  accounted  for  as  a  purchase and, accordingly United's
     results  are  included  in  the consolidated financial statements since the
     date  of  acquisition.  The  net  purchase price exceeded the net assets of
     United  by approximately $691,000. The excess was allocated to property and
     equipment  and  is  being  depreciated.

     The  following unaudited pro forma data summarize the results of operations
     for  the  periods  ended  December  31,  2001  and  June 30, 2001 as if the
     acquisition  had  been completed on July 1, 2000, the beginning of the 2001
     fiscal  year.

                                      December 31,    June 30,
     Pro Forma Information                2001          2001
                                     --------------  -----------

     Net sales                       $   4,253,081   $11,114,856
     Net earnings (loss)             $    (869,198)  $ 2,282,062
     Net earnings (loss) per share   $        (.04)  $       .12

     These pro forma amounts do not purport to be indicative of the results that
     would  have  actually been obtained if the acquisition had occurred on July
     1,  2000  or  that  may  be  obtained  in  the  future.

     Kansas  Property  Acquisition
     -----------------------------
     During  the six months ended December 31, 2001, the Company consummated the
     purchase  of oil and gas properties and certain other assets from a private
     company  for  $1,125,000  in  cash.  These  properties include interests in
     forty-four operated producing oil and gas wells primarily located in the El
     Dorado  Field in Kansas. The Company estimates the proved reserves acquired
     were  approximately  317,000  net  barrels  of  oil.

4.   PROPERTY  AND  EQUIPMENT
     ------------------------

     Property  and  equipment  consist  of  the  following at December 31, 2001:

                                                    Estimated
                                                   Useful Lives
                                                   ------------
       Office furniture and equipment  $  564,989   5 -10 years
       Equipment                        1,218,882   5 -10 years
       Vehicles                         2,181,444       5 years
       Buildings and improvements         560,276      25 years
       Land                               239,548
                                       ----------

                                       $4,765,139
                                       ==========

     Depreciation  charged  to expense amounted to $226,490 and $298,901 for the
     periods  ended  December  31,  2001  and  June  30,  2001,  respectively.


                                       30
<PAGE>
5.   NOTES RECEIVABLE
     -----------------

     Notes  receivable  consist  of  the  following  at  December  31,  2001:

       Note receivable from a corporation, nonintererest bearing,
       due on demand                                                $100,000

       Note receivable from a director, nonintererest bearing,
       75,000 due on or before June 29, 2004 and the remainder
       on or before June 29, 2005                                    125,000
                                                                    --------

                                                                    $225,000
                                                                    ========

6.   NOTES PAYABLE AND LONG-TERM DEBT
     --------------------------------

     On  April 28, 2000, the Company entered into a credit agreement with a bank
     under  which  it may borrow up to $25,000,000 limited to the borrowing base
     as  determined  by  the  lender.  The  commitment amount was $14,596,000 at
     December  31,  2001.  At  December  31,  2001,  there  was  $14,569,000  of
     outstanding  borrowings  under  this  agreement.  Interest  on  outstanding
     borrowings  currently  accrues  at  the  bank's  base rate of interest plus
     one-quarter  percent  (base  rate  is  4.75%  at  December  31,  2001). The
     agreement  also provides for a commitment fee of one-half percent per annum
     on the average unused portion of the commitment. A facility fee of one-half
     percent  is  assessed  for  increases  in  the  commitment  amount.

     The  facility is secured by the Company's oil and gas properties. Under the
     terms  of the credit agreement, the Company is required to maintain certain
     financial  ratios  and  other  financial  conditions.

     Interest  is  payable  monthly  and  the  credit agreement requires monthly
     commitment  reductions  as  determined  by  lender.  The monthly commitment
     reduction amount as of December 31, 2001 was $178,000. The credit agreement
     matures  on  April  10,  2004.

     The  Company  has  an  note  payable to a bank, dated June 26, 2001, in the
     original  amount  of  $300,000;  payable in monthly installments of $3,650,
     including  interest at 7.50%, with all unpaid interest and principal due on
     June  26, 2004. The note payable is secured by real estate. At December 31,
     2001  the  outstanding  balance  was  $296,204.

     The  Company  has  a  note  payable  to a bank, dated June 26, 2001, in the
     original  amount  of  $200,000;  payable in monthly installments of $4,848,
     including  interest at the base rate plus one-half percent, with all unpaid
     interest and principal due on June 26, 2005. The note payable is secured by
     substantially  all of United's assets. At December 31, 2001 the outstanding
     balance  was  $178,782.

     In connection with the acquisition of a nonmarketable security, the Company
     issued  a $250,000 noninterest bearing note payable. The note is payable in
     monthly  installments of $10,000, including imputed interest at 7.50%, with
     all  unpaid interest and principal due on January 1, 2003. The note payable
     is  secured  by  the  nonmarketable  security.  At  December  31,  2001 the
     outstanding  balance was $124,490, which is net of the unamortized discount
     of  $5,510.

     In  connection  with the acquisition of certain oil and gas properties, the
     Company,  on  February  28,  2000,  issued a $3,000,000 convertible 9% note
     payable. All unpaid principal and interest is due on or before December 31,
     2002;  provided  that  at  any  time  the Company proposes to pay this note
     payable, the Company has the right, at their sole option, to pay all or any
     portion  of  the  amount  outstanding  by  the  issuance  to  the payees of
     2,857,143  shares  of  common  stock  of  the  Company.

     The  Company  has a note payable to a bank, dated December 26, 2001, in the
     original  amount  of  $500,000;  interest at the base rate plus one-quarter
     percent  is  payable monthly, with all unpaid interest and principal due on


                                       31
<PAGE>
     April  10,  2002. The note payable is secured by various oil and gas wells.
     At  December  31,  2001  the  outstanding  balance  was  $500,000.

     Aggregate  maturities  of  notes  payable  and long-term debt for the years
     subsequent  to  December  31,  2001 are as follows: 2002, $5,820,077; 2003,
     $2,219,586;  2004,  $10,600,340;  and  2005,  $28,473.

7.   STOCKHOLDERS' EQUITY
     ---------------------

     During  the  year  ended  June  30,  2001,  the Company initiated a private
     placement of 1,230,000 Special Warrants at $1.50 each for gross proceeds of
     $1,845,000.  Each  Special Warrant is exchangeable for one unit (one common
     share  and one-half common share purchase warrant) on or before the earlier
     of  (i)  the  fifth business day after the date of issuance of a Prospectus
     Receipt  by  the securities regulatory authority in Ontario, Canada or (ii)
     April  4,  2002,  without additional payment. Each Special Warrant that has
     been  not  exercised  prior  to  the  expiration  date will be deemed to be
     exercised immediately prior thereto. Because the Prospectus Receipt had not
     been  issued  by  August  2,  2001,  each of the Special Warrants exercised
     entitles  the  holder, without additional payment, to receive 1.1 units for
     each  Special  Warrant so exercised, or deemed exercised. Each whole common
     share  purchase  warrant  is exercisable for one common share at a price of
     $1.80,  subject  to  adjustment in certain events, until April 4, 2003. The
     common  stock  purchase warrants may be redeemed at a price of $.01 subject
     to  certain  events.  There  are  495,000  exercisable  Special Warrants at
     December  31,  2001.

     For the six months ended December 31, 2001, additional options and warrants
     were  granted  as  set  forth  below.

     -          Options  to  acquire  371,428 shares for $1.00 per share through
          August  7,  2004  were  granted  to  certain  employees.
     -          Options  to  acquire 20,000 shares for $.50 per share through
          December  14,  2004  were  granted  to  certain  employees.
     -          Warrants  to  acquire  404,250 shares for $1.80 per share
          through  April 4, 2003 were granted in connection with the exercise of
          735,000  special  warrants.
     -          Options to acquire 85,714 shares for $1.00 per share through
          July  25,  2004  were  granted  in  connection with services rendered.

     For  the  year  ended  June  30, 2001, additional options and warrants were
     granted  as  set  forth  below.

     -          Options to acquire 678,571 shares for $1.33 per share through
          December  21,  2003  were  granted  to certain officers, employees and
          directors.
     -          Options  to  acquire 42,857 shares for $1.33 per share through
          October  25,  2003  were  granted  to  certain officers, employees and
          directors.
     -          Options to acquire 28,572 shares for $1.96 per share through
          September  27,  2003  were  granted to certain officers, employees and
          directors.
     -          Options  to acquire 71,429 shares for $1.65 per share through
          February  22,  2003  were  granted  to certain officers, employees and
          directors.
     -          Options  to acquire 2,304 shares for $2.17 per share through
          June  14,  2001  were  granted  in  connection with services rendered.

     At  December  31,  2001, exercise prices of options and warrants range from
     $.50  to  $14.56.


                                       32
<PAGE>
     The  following  tables  summarizes  the option and warrant activity for the
     periods  ended  December  31,  2001  and  June  30,  2001:

<TABLE>
<CAPTION>
                                          December 31, 2001       June 30, 2001
                                        ---------------------  ---------------------
                                                    Weighted               Weighted
                                                     Average                Average
                                          Number    Exercise     Number    Exercise
                                        of Shares     Price    of Shares     Price
                                        ----------  ---------  ----------  ---------
<S>                                     <C>         <C>        <C>         <C>
      Outstanding, beginning of period  2,305,208   $    2.51  2,057,827   $    3.01
        Granted to:
          Employees, officers and
          directors                       391,428         .97    821,429        1.38
          Others                          489,964        1.66      2,304        2.17
          Expired/canceled               (123,182)       3.99   (387,067)       7.23
          Exercised                             -           -   (189,285)       1.26
                                        ----------             ----------
      Outstanding, end of period        3,063,418        2.12  2,305,208        2.51
                                        ==========             ==========
</TABLE>

     All  outstanding  warrants  and  options,  were exercisable at December 31,
     2001.  If  not  previously  exercised,  warrants and options outstanding at
     December  31,  2001  will  expire  as  follows:

<TABLE>
<CAPTION>
                                 Number    Weighted Average
      Year Ending December 31,  of Shares   Exercise Price
     -------------------------  ---------  -----------------
<S>                        <C>        <C>

                2002              317,739  $            6.41
                2003            2,254,253               1.77
                2004              477,142                .98
                2005               10,713                .98
                2006                3,571                .98
                ----            ---------
                Total           3,063,418
                                =========
</TABLE>

     Presented below is a comparison of the weighted average exercise prices and
     market  price of the Company's common stock on the measurement date for all
     warrants  and  stock options granted during the periods ending December 31,
     2001  and  June  30,  2001:

<TABLE>
<CAPTION>
                                   December 31, 2001                June 30, 2001
                           -----------------------------  -----------------------------
                            Number    Exercise   Market    Number    Exercise   Market
                           of Shares    Price     Price   of Shares    Price     Price
                          ---------  ---------  -------  ---------  ---------  -------
<S>                        <C>        <C>        <C>      <C>        <C>        <C>

     Fair value equal
       to Exercise price          -  $       -  $     -     28,571  $    1.96  $  1.96

     Fair value greater
       than exercise
       price                      -  $       -  $     -          -  $       -  $     -

     Exercise price
       greater than fair
       value                881,392  $    1.36  $   .74    795,161  $    1.36  $  1.34
</TABLE>



     Pro  Forma  Stock-Based  Compensation Disclosures - The Company applies APB
     ----------------------------------------------
     Opinion  25 and related interpretations in accounting for its stock options
     and warrants which are granted to employees. Accordingly, compensation cost
     has not been recognized for grants of options and warrants to employees and
     directors  unless  the exercise prices were less than the fair value of the
     Company's  common  stock  on  the  grant  dates. Had compensation cost been
     determined  based  on  the  fair  value at the grant dates for awards under
     those  plans  consistent  with  the  method  of FASB 123, the Company's net
     earnings  (loss)  and  earnings (loss) per share would have been changed to


                                       33
<PAGE>
     the  pro  forma  amounts  indicated below. The fair values generated by the
     Black-Scholes  model  may  not be indicative of the future benefit, if any,
     that  may  be  received  by  the  option  or  warrant  holder.

<TABLE>
<CAPTION>
                                                              December 31,    June 30,
                                                                  2001          2001
                                                             --------------  ----------
<S>                                                          <C>             <C>

     Net earnings (loss) applicable to common stockholders:
          As reported                                        $    (869,198)  $2,100,524
          Pro forma                                          $  (1,041,001)  $1,456,795
     Basic earnings  (loss) per common share:
          As reported                                        $        (.04)  $      .11
          Pro forma                                          $        (.05)  $      .08
</TABLE>

     The  fair  value  of each option granted was estimated on the date of grant
     using  the  Black-Scholes  option-pricing  model  with  the  following
     assumptions:

<TABLE>
<CAPTION>
                                December 31,   June 30,
                                    2001         2001
                                -------------  ---------
<S>                             <C>            <C>



     Expected volatility                  74%        83%
     Risk-free interest rate             2.0%       5.5%
     Expected dividends                    -          -
     Expected terms (in years)           3.0        3.0
</TABLE>

     Stock  Based  Compensation
     --------------------------
     The  Company  has two stock-based compensation plans. At December 31, 2001,
     1,857,143  shares  were  reserved for issuance under these plans. Under the
     Non-Employee  Directors  Stock  Option Plan, options are granted to certain
     non-employee  directors at prices greater than or equal to the market price
     of the Company's stock on the date of grant. The maximum term of the option
     is 10 years, and they vest according to the terms of the individual options
     granted.  All  options must be granted prior to February 26, 2011, the date
     the  Plan  will  terminate. Options may be granted at any time prior to its
     termination.  Any  option  outstanding  under  the  plan at the time of its
     termination,  remains  in  effect until the option is exercised or expires.
     Under  the  2001  Stock  Compensation  Plan, options and stock appreciation
     rights  are  granted to certain officers, directors, employees and advisors
     at  prices greater than or equal to the market price of the Company's stock
     on  the date of grant. The maximum term of the option is 10 years, and they
     vest  according to the terms of the individual options granted. All options
     must  be  granted  prior  to  February  26,  2011,  the  date the Plan will
     terminate. Options may be granted at any time prior to its termination. Any
     option  outstanding  under the plan at the time of its termination, remains
     in  effect  until  the  option  is exercised or expires. Stock appreciation
     rights may be issued with stock options or separately, at the discretion of
     the  Compensation  Committee.  At  December 31, 2001, no stock appreciation
     rights  had  been  granted.

     Stock  Consolidation
     --------------------
     On  December  21,  2000,  the stockholders approved a 1-for-7 reverse stock
     split of the Company's common stock. All references to the number of common
     shares  and  per share amounts in the consolidated financial statements and
     related  footnotes  have been restated as appropriate to reflect the effect
     of  the  split  for  all  periods  presented.

8.   RELATED  PARTY  TRANSACTIONS
     ----------------------------

     The Company issued a note payable to a director, dated December 5, 2000, in
     the  amount  of  $200,000;  with  all unpaid interest and principal paid on
     April  13,  2001.  Interest  expense  on  this  note  payable  was $15,277.

     During  the  year  ended  June  30,  2001,  the  Company acquired ownership
     interests  in 17 oil and gas producing properties, inventory, and equipment
     from a company affiliated with an individual who later became a director of
     the  Company  for 571,429 shares of common stock. The stock was recorded at
     $1,800,000.


                                       34
<PAGE>
     Legal  expenses of approximately $93,000 and $142,000 were paid to firms of
     which  an  officer  or  director of the Company are stockholders during the
     periods  ended  December  31,  2001  and  June  30,  2001,  respectively.

9.   INCOME  TAXES
     -------------

     The  Company's  deferred tax assets (liabilities) consist of the following:

<TABLE>
<CAPTION>
                                                           December 31,      June 30,
                                                          --------------  --------------
                                                               2001            2001
                                                          --------------  --------------
<S>                                                       <C>             <C>

     Deferred tax liabilities:
        Accumulated depreciation                          $(     81,000)  $(     47,000)
        Costs capitalized for books and deducted for tax     (1,744,000)     (1,364,000)
                                                          --------------  --------------
                Total deferred tax liabilities               (1,825,000)     (1,411,000)
     Deferred tax assets:
        Net operating loss carryforwards                      8,164,000       7,169,000
     Less valuation allowance                                (6,339,000)     (5,758,000)
                                                          --------------  --------------
                Net deferred tax liability                $           -   $           -
                                                          ==============  ==============
</TABLE>

     The  difference  from the expected income tax expense for the periods ended
     December  31,  2001  and June 30, 2001 at the statutory federal tax rate of
     34%  and  the  actual  income  tax  expense  is primarily the result of net
     operating  loss  carryforwards.

     At  December  31,  2001,  the  Company  has  available  net  operating loss
     carryforwards of approximately $24,000,000 to reduce future taxable income.
     These  carryforwards  expire  from  2002  to  2021.

10.  CONCENTRATION  OF  CREDIT  RISK  AND  FAIR  VALUE  OF FINANCIAL INSTRUMENTS
     --------------------------------------------------------------------------

     Financial  instruments  that  potentially  subject  the  Company  to
     concentrations  of  credit  risk  consist  principally of cash and accounts
     receivable. The Company maintains its cash with banks primarily in Oklahoma
     City, Oklahoma. The terms of these deposits are on demand to minimize risk.
     The  Company  has not experienced any losses related to these cash deposits
     and  believes  it  is  not  exposed  to  any  significant  credit  risk.

     Accounts  receivable  consist of uncollateralized receivables from domestic
     and  international  customers  primarily  in  the  oil and gas industry. To
     minimize  risk  associated  with  international transactions, all sales are
     denominated  in U.S. currency. The Company routinely assesses the financial
     strength  of  it customers. The Company considers accounts receivable to be
     fully  collectible;  accordingly,  no  allowance  for  doubtful accounts is
     required.  If  amounts  become  uncollectible,  they  will  be  charged  to
     operations  when that determination is made. The Company had four customers
     that  accounted  for  approximately  68%  of  gas  sales  revenue and three
     customers  that  accounted  for approximately 86% of oil sales revenues for
     the  six  months  ended  December 31, 2001. The Company had three customers
     that accounted for approximately 54% of gas sales revenue and two customers
     that  accounted  for  approximately  92% of oil sales revenues for the year
     ended  June  30,  2001.

     Fair  values  of  financial  instruments  are  estimated to approximate the
     related book value, unless otherwise indicated, based on market information
     available  to  the  Company.

11.  EMPLOYEE  BENEFIT  PLAN
     -----------------------

     The  Company has established a salary deferral plan under Section 401(k) of
     the  Internal  Revenue  Code. The plan allows eligible employees to defer a
     portion  of their compensation. Such deferrals accumulate on a tax-deferred
     basis  until  the  employee  withdraws  the  funds.  The  plan provides for
     contributions  by the Company in such amounts as the Board of Directors may
     determine annually. There were no Company contributions to the plan for the
     periods  ended  December  31,  2001  and  June  30,  2001.


                                       35
<PAGE>
12.  COMMITMENTS  AND  CONTINGENCIES
     -------------------------------

     Letters  of  Credit
     -------------------
     At  December  31,  2001, the Company had $151,000 of outstanding letters of
     credit.

     Leases
     ------
     The  Company  conducts  its  operations  utilizing  leased facilities under
     long-term  lease  agreements,  classified  as operating leases. The Company
     also  leases certain equipment and vehicles under operating leases. Certain
     leases  provide  that  the  Company  pay  taxes, maintenance, insurance and
     certain  other  operating  expenses  and  contain  purchase  options.

     Future  minimum  lease payments in the aggregate required by noncancellable
     operating  leases with initial or remaining terms in excess of one year are
     as  follows:

<TABLE>
<CAPTION>
      Year Ending
      December 31,  Related Party    Total
     -------------  --------------  --------
<S>            <C>             <C>

     2002           $       14,000  $371,740
     2003                   14,000   296,409
     2004                   14,000   162,732
     2005                   14,000    19,148
     2006                   14,000    14,000
     Thereafter             52,500    52,500
                    --------------  --------
                    $      122,500  $916,529
                    ==============  ========
</TABLE>

     Total rent expense, all of which was minimum rentals, for the periods ended
     December  31,  2001  and  June  30,  2001  was  approximately  $228,500 and
     $318,200,  respectively  and  is  net  of  sublease  rentals of $13,400 and
     $42,000  in  2001  and  2000,  respectively.

     Environmental  Matters
     ----------------------
     The  Company  is  engaged in oil and gas exploration and production and may
     become  subject  to  certain  liabilities  as  they relate to environmental
     cleanup of well sites or other environmental restoration procedures as they
     relate  to  the  drilling  of  oil and gas wells and the operation thereof.
     Although  environmental  assessments  are  conducted  on  all  purchased
     properties,  in the Company's acquisition of existing or previously drilled
     well  bores,  the Company may not be aware of what environmental safeguards
     were  taken  at  the  time  such wells were drilled or during such time the
     wells  were  operated. Should it be determined that a liability exists with
     respect to any environmental clean up or restoration, the liability to cure
     such  a  violation could fall upon the Company. No claim has been made, nor
     is  the Company aware of any liability, which it may have, as it relates to
     any  environmental  clean  up, restoration or the violation of any rules or
     regulations  relating  thereto.  Liabilities  for expenditures are recorded
     when  environmental assessment and/or remediation is probable and the costs
     can  be  reasonably  estimated.

     Litigation
     ----------
     The  Company,  in  the normal course of business, is a party to a number of
     lawsuits  and  other  proceedings. The Company's management does not expect
     that  the  results  in  these lawsuits and proceedings will have a material
     adverse  effect  on  the financial position or results of operations of the
     Company.

     Employment  Contracts
     ---------------------
     The  Company  maintains employment contracts with two officers through 2006
     that  provide for a minimum annual salary, benefits and incentives based on
     the  Company's  earnings.  The  contracts  provide  for  lump sum severance
     payments,  certain  benefits  and  accelerated  vesting  of  options  upon
     termination  of  employment  under  certain  circumstances  or  a change of
     control,  as defined. At December 31, 2001, the total commitment, excluding
     incentives,  was  $1,310,000.


                                       36
<PAGE>
13.  SUPPLEMENTAL INFORMATION (UNAUDITED)
     ------------------------------------

     Costs  incurred  by  the  Company with respect to its oil and gas producing
     activities  are  set  forth  below.

<TABLE>
<CAPTION>
                                             Periods Ended
                                       -------------------------
                                       December 31,    June 30,
                                           2001          2001
                                       -------------  ----------
<S>                               <C>            <C>

     Exploration activities            $           -  $        -
     Proved property acquisition cost        908,008   6,478,006
     Development costs                     3,162,967   2,953,347
                                       -------------  ----------

              Total                    $   4,070,975  $9,431,353
                                       =============  ==========
</TABLE>

14.  OIL AND GAS RESERVE INFORMATION (UNAUDITED)
     -------------------------------------------

     Proved  oil  and  gas  reserves  are the estimated quantities of crude oil,
     condensate  and  natural  gas  which  geological  and  engineering  data
     demonstrate  with  reasonable  certainty  to be recoverable in future years
     from  known  reservoirs  under  existing economic and operating conditions.
     Proved  developed oil and gas reserves are reserves that can be expected to
     be  recovered  through existing wells with existing equipment and operating
     methods. The following estimated net interests in proved reserves are based
     upon  subjective  engineering  judgments  and  may  be  affected  by  the
     limitations inherent in such estimation. The process of estimating reserves
     is  subject  to  continual  revision  as  additional  information  becomes
     available  as  a  result  of  drilling,  testing,  reservoir  studies  and
     production  history. There can be no assurance that such estimates will not
     be  materially  revised  in  subsequent  periods.

     The  Company  emphasizes  that  reserve  estimates  of  new  discoveries or
     undeveloped  properties  are more imprecise than those of producing oil and
     gas  properties.  The Company's reserves are substantially from undeveloped
     properties.  Accordingly, these estimates are expected to change materially
     as  future  information  becomes  available.  The  Company's  reserves were
     estimated by independent petroleum engineers. All of the Company's reserves
     are located onshore in the continental United States. The recoverability of
     the  proved  undeveloped  reserves is dependent upon obtaining financing to
     exploit  the  reserves.

     The  following table sets forth proved oil and gas reserves at December 31,
     2001,  June  30,  2001  and  2000  together  with  changes  therein:

<TABLE>
<CAPTION>
                                               Oil and      Natural
                                             Condensate       Gas
                                             -----------  -----------
                                               (BBLS)        (MCF)
                                             -----------  -----------
<S>                                          <C>          <C>

   Balance at June 30, 2000                   5,372,000   33,483,000
        Purchase of minerals in place           199,000      457,000
        Production                             (100,000)  (1,452,000)
        Sales/disposal of minerals in place           -            -
        Revision of prior estimates                   -            -
                                             -----------  -----------
   Balance at June 30, 2001                   5,471,000   32,488,000

        Purchase of minerals in place           317,000            -
        Production                              (64,000)    (758,000)
        Sales/disposal of minerals in place           -            -
        Revision of prior estimates          (1,684,000)  (2,464,000)
                                             -----------  -----------
   Balance at December 31, 2001               4,040,000   29,266,000
                                             ===========  ===========

   Proved developed reserves at:
        June 30, 2001                         1,345,000   14,666,000
                                             ===========  ===========
        December 31, 2001                     1,952,000   18,889,000
                                             ===========  ===========
</TABLE>


                                       37
<PAGE>
14.  OIL AND GAS RESERVE INFORMATION (UNAUDITED) (CONTINUED)
     -------------------------------------------------------

     The  standardized  measure  of discounted future net cash flows at December
     31,  2001  and June 30, 2001 relating to proved oil and gas reserves is set
     forth  below.  The assumptions used to compute the standardized measure are
     those  prescribed  by the Financial Accounting Standards Board and as such,
     do not necessarily reflect the Company's expectations of actual revenues to
     be  derived  from  those  reserves nor their present worth. The limitations
     inherent  in  the  reserve  quantity estimation process described above are
     equally  applicable  to  the  standardized measure computations since these
     estimates  are  the  basis  for  the  valuation  process.

     Standardized measure of discounted future net cash flows relating to proved
     reserves:

<TABLE>
<CAPTION>
                                                 December 31,     June 30,
                                                     2001           2001
                                                --------------  -------------
<S>                                             <C>             <C>

     Future cash inflows                        $ 159,396,000   $251,668,000
     Future production costs                      (45,903,000)   (66,338,000)
     Future development costs                     (18,397,000)   (18,741,000)
                                                --------------  -------------
     Future net cash flows, before income tax      95,096,000    166,589,000
     Future income tax expenses                   (15,446,000)   (44,482,000)
                                                --------------  -------------
     Future net cash flows                         79,650,000    122,107,000
     10% discount to reflect timing of net
     cash flows                                   (37,574,000)   (62,247,000)
                                                --------------  -------------
     Standardized measure of discounted future
           net cash flows                       $  42,076,000   $ 59,860,000
                                                ==============  =============
</TABLE>

     Changes  in  standardized  measure  of  discounted  future  net  cash flows
     relating  to  proved  reserves:

<TABLE>
<CAPTION>
                                                               Period Ended
                                                      -----------------------------
                                                       December 31,     June 30,
                                                           2001           2001
                                                      --------------  -------------
<S>                                                   <C>             <C>

     Standardized measure, beginning of period        $  59,860,000   $ 74,521,000
     Net change in prices and production costs          (43,489,000)   (62,315,000)
     Accretion of discount                               24,673,000     20,554,000
     Sales of oil and gas, net of production costs       (1,886,000)    (7,268,000)
     Sales and disposition of reserves in place                   -              -

     Purchase of reserves, net of future development
         Costs                                            3,962,000      3,255,000
     Development costs which reduced future
         development costs                                3,163,000      2,953,000
     Revisions of quantity estimates                    (33,243,000)             -
     Change in timing of production and other                     -              -
     Net changes in income taxes                         29,036,000     28,160,000
                                                      --------------  -------------
     Standardized measure, end of period              $  42,076,000   $ 59,860,000
                                                      ==============  =============
</TABLE>

15.  EARNINGS PER SHARE
     ------------------

     The  following  data  show the amounts used in computing earnings per share
     and  the  effect  on  income  and  the weighted average number of shares of
     dilutive  potential  common  stock.


                                       38
<PAGE>
<TABLE>
<CAPTION>
                                                      December 31,    June 30,
                                                          2001          2001
                                                     --------------  -----------
<S>                                             <C>             <C>

     Net earnings (loss)                             $    (869,198)  $ 2,100,524
     Effect of dilutive securities                               -             -
                                                     --------------  -----------

     Net earnings (loss) after effect of
        dilutive securities                          $    (869,198)  $ 2,100,524
                                                     ==============  ===========
     Weighted average number of common shares used
         in basic earnings per share                    19,582,323    18,783,941
        Special warrants                                   544,500     1,230,000
        Convertible debt                                 2,857,143             -
        Stock options and warrants                           5,303        71,012
                                                     --------------  -----------
     Weighted average number of common shares and
         dilutive potential common stock used in
         diluted earnings per share                     22,989,269    20,084,953
                                                     ==============  ===========
</TABLE>

     Options  and  warrants  to  purchase  approximately 2,285,208 shares of the
     Company's  common  stock,  with  exercise  prices  of  ranging from $.98 to
     $14.56, were excluded from the December 31, 2001 diluted earnings per share
     calculation  because  their effects were antidilutive. Options and warrants
     to  purchase  approximately 1,553,000 shares of the Company's common stock,
     with  exercise  prices  of ranging from $1.53 to $14.56, were excluded from
     the  June  30,  2001  diluted  earnings per share calculation because their
     effects  were  antidilutive.

16.  SUBSEQUENT  EVENTS
     ------------------

     On  January  1,  2002  the  Company  purchased  875 shares of United from a
     director  of  the  Company  for  $312,500. The repurchased shares represent
     approximately 25% of United's outstanding securities making United a wholly
     owned  subsidiary  of  the  Company.

     On  March  6,  2002,  the  Company  completed  the  acquisition  of 100% of
     Endeavour  Resources,  Inc.  (Endeavour), in exchange for 11,944,809 common
     shares  of the Company together with share purchase warrants to purchase an
     additional  5,972,403  common  shares  of  the  Company.  Each  whole share
     purchase  warrant entitles the holder to purchase one share of common stock
     of  the  Company  at  a  price  of $1.25 until September 30, 2002, or $1.75
     thereafter  until  June  30, 2003. In addition, the Company acquired common
     share  purchase  warrants  of  Endeavour  entitling  the  holder to acquire
     approximately  3,750,000  additional  shares  of Endeavour common stock. In
     exchange  for  these  warrants,  the  Company issued 890,625 Class B common
     share  purchase  warrants  (Class  B  Warrants), each whole Class B Warrant
     entitling  the  holder  to  purchase  one  share of the common stock of the
     Company  at  a  price of $1.33 per share until June 28, 2002. The Endeavour
     common  stock  and  warrants  are  herein  referred  to  as  the "Endeavour
     Securities".  Endeavour  is  a  Calgary  based oil and gas company actively
     engaged  in  the  exploration  and  development  of  oil and natural gas in
     Western  Canada  and  Southern  United  States.  Endeavour is listed on the
     Canadian  Venture  Exchange  (CDNX)  and  trades  under  the  symbol "ERU".

     Aspen  acquired  Endeavour in order to increase its oil and gas production,
     and  to  acquire  the potential of the oil and gas production in Endeavour.
     Aspen's  management views the acquisition of Endeavour as an opportunity to
     acquire  competent  and  experienced  management personnel in Canada, along
     with  access  to  the  Canadian  market  place  through  increased  market
     recognition  from  the  Canadian  oil  and  gas  properties  of  Endeavour.

     The Unaudited Pro Forma Consolidated Statement of Operations of the Company
     for the six months ended December 31, 2001 and the year ended June 30, 2001
     (the  "Pro  Forma  Statements  of Operations"), and the Unaudited Pro Forma
     Consolidated  Balance Sheet of the Company as of December 31, 2001(the "Pro
     Forma  Balance  Sheet"  and  together  with  the  Pro  Forma  Statements of
     Operations,  the  "Pro  Forma Financial Statements"), have been prepared to
     illustrate  the acquisition of Endeavour. The Proforma Financial Statements
     do not reflect any anticipated cost savings from the Endeavour acquisition,
     or  any  synergies  that  are  anticipated  to  result  from  the Endeavour


                                       39
<PAGE>
     acquisition,  and  there  can be no assurance that any such cost savings or
     synergies will occur. The Pro Forma Statements of Operations give pro forma
     effect  to the Endeavour acquisition as if it had occurred on June 1, 2000.
     The  Proforma  Balance  Sheet  gives  pro  forma  effect  to  the Endeavour
     acquisition  as  if  it  had  occurred  on December 31, 2001. The Pro Forma
     Financial  Statements  do  not  purport  to be indicative of the results of
     operations  or  financial  position of the Company that would have actually
     been  obtained had such transactions been completed as of the assumed dates
     and  for the periods presented, or which may be obtained in the future. The
     pro forma adjustments are described in the accompanying notes and are based
     upon  available  information  and  certain  assumptions  that  the  Company
     believes  are reasonable. The Pro Forma Financial Statements should be read
     in  conjunction  with  the  historical consolidated financial statements of
     Aspen  and  the  notes  thereto.

     A  preliminary  allocation  of  the  purchase  price has been made to major
     categories  of  assets  and  liabilities  in  the  accompanying  Pro  Forma
     Financial  Statements based on available information. The actual allocation
     of  purchase  price  and the resulting effect on income from operations may
     differ  significantly  from  the  pro  forma  amounts  included  herein.
     Consequently,  the  amounts reflected in the Pro Forma Financial Statements
     are  subject  to  change,  and  the final amounts may differ substantially.


                                       40
<PAGE>
16.     SUBSEQUENT EVENTS (CONTINUED)
        -----------------------------

<TABLE>
<CAPTION>
                              UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                                            DECEMBER 31, 2001

                                                   Aspen       Endeavour    Adjustments     Consolidated
                                               -------------  -----------  --------------  --------------
<S>                                            <C>            <C>          <C>             <C>
                ASSETS
                ------
CURRENT ASSETS
  Cash                                         $     50,600   $     8,540  $           -   $      59,140
  Accounts receivable                             2,424,317     1,028,408              -       3,452,725
  Due from related company                                -       140,426              -         140,426
  Accounts receivable - other                         2,938       165,735              -         168,673
  Materials and supplies inventory                  475,327             -              -         475,327
  Prepaid expenses                                  283,487             -              -         283,487
                                               -------------  -----------  --------------  --------------
    Total current assets                          3,236,669     1,343,109              -       4,579,778
                                               -------------  -----------  --------------  --------------

PROVED OIL & GAS PROPERTIES - NET                49,638,972     9,855,041    (a) 153,895      59,647,908

PROPERTY AND EQUIPMENT - NET                      2,515,893        42,258              -       2,558,151

OTHER ASSETS
  Investments and advances                                -     1,008,211              -       1,008,211
  Notes receivable                                  100,000             -              -         100,000
  Note receivable - related party                   125,000             -              -         125,000
  Nonmarketable security                            236,119             -              -         236,119
  Deposits and other assets                         214,378        53,822              -         268,200
                                               -------------  -----------  --------------  --------------

      TOTAL ASSETS                             $ 56,067,031   $12,302,441  $     153,895   $  68,523,367
                                               =============  ===========  ==============  ==============

         LIABILITIES AND STOCKHOLDERS' EQUITY
         ------------------------------------
CURRENT LIABILITIES
  Accounts payable                             $  2,854,180   $ 1,929,397  $ (a) 100,000   $   4,883,577
  Due to related companies                                -       293,066              -         293,066
  Accrued expenses                                  263,433             -              -         263,433
  Current maturities of long-term debt            5,820,077       815,851              -       6,635,928
                                               -------------  -----------  --------------  --------------
    Total current liabilities                     8,937,690     3,038,314        100,000      12,076,004
                                               -------------  -----------  --------------  --------------

LONG-TERM DEBT, LESS CURRENT MATURITIES          12,848,399     1,292,881              -      14,141,280

PROVISION FOR SITE RESTORATION                            -       223,431              -         223,431

DEFERRED INCOME TAXES                                     -     1,112,617              -       1,112,617

STOCKHOLDERS' EQUITY
  Preferred stock                                         -             -              -               -
  Common stock                                   46,943,541     6,090,049   (b)  599,044      53,632,634
  Less subscriptions                               (214,436)            -              -        (214,436)
  Warrants and beneficial conversion feature      1,305,236             -              -       1,305,236
  Retained earnings (deficit)                   (13,753,399)      545,149   (b) (545,149)    (13,753,399)
                                               -------------  -----------  --------------  --------------
    Total stockholders' equity                   34,280,942     6,635,198         53,895      40,970,035
                                               -------------  -----------  --------------  --------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 56,067,031   $12,302,441  $      153,895  $  68,523,367
                                               =============  ===========  ==============  ==============
</TABLE>


                                       41
<PAGE>
16.  SUBSEQUENT EVENTS (CONTINUED)
     -----------------------------

<TABLE>
<CAPTION>
                  UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                             SIX MONTHS ENDED DECEMBER 31, 2001

                                      Aspen       Endeavour     Adjustments    Consolidated
                                   ------------  ------------  -------------  --------------
<S>                                <C>           <C>           <C>            <C>
REVENUE
  Oil and gas sales                $ 3,534,322   $ 1,052,185   $          -   $   4,586,507
  Product and service revenues         718,759             -              -         718,759
                                   ------------  ------------  -------------  --------------
    Total revenues                   4,253,081     1,052,185              -       5,305,266
                                   ------------  ------------  -------------  --------------

EXPENSES
  Oil and gas production             1,647,810       634,189              -       2,281,999
  Operating expenses                   567,412             -              -         567,412
  General and administrative         1,142,015       359,271              -       1,501,286
  Depreciation and depletion         1,304,520       482,796      (c) 8,725       1,796,041
                                   ------------  ------------  -------------  --------------
    Total expenses                   4,661,757     1,476,256          8,725       6,146,738
                                   ------------  ------------  -------------  --------------

EARNINGS (LOSS) FROM OPERATIONS       (408,676)     (424,071)        (8,725)       (841,472)

OTHER INCOME (EXPENSE)
  Interest and financing expense      (482,446)      (76,769)             -        (559,215)
  Other income                          21,702             -              -          21,702
                                   ------------  ------------  -------------  --------------
    Total other                       (460,744)      (76,769)             -        (537,513)
                                   ------------  ------------  -------------  --------------

EARNINGS (LOSS) BEFORE INCOME
   TAXES AND MINORITY INTERESTS       (869,420)     (500,840)        (8,725)     (1,378,985)

INCOME TAXES                                 -       172,021      (d) 2,997         175,018
                                   ------------  ------------  -------------  --------------

NET EARNINGS (LOSS) BEFORE
   MINORITY INTERESTS                 (869,420)     (328,819)        (5,728)     (1,203,967)

MINORITY INTERESTS                        (222)            -              -            (222)
                                   ------------  ------------  -------------  --------------

NET EARNINGS (LOSS)                $  (869,198)  $  (328,819)  $     (5,728)  $  (1,203,745)
                                   ============  ============  =============  ==============

BASIC EARNINGS (LOSS) PER SHARE    $      (.04)  $      (.01)                 $       (.04)

DILUTED NET EARNINGS (LOSS) PER
SHARE                              $      (.04)  $      (.01)                 $       (.03)

WEIGHTED AVERAGE SHARES             19,582,323    40,963,088                    31,527,132

WEIGHTED AVERAGE SHARES -
ASSUMING DILUTION                   22,989,269    49,468,942                    34,934,078
</TABLE>


                                       42
<PAGE>
16.  SUBSEQUENT EVENTS (CONTINUED)
     -----------------------------

<TABLE>
<CAPTION>
                   UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                                   YEAR ENDED JUNE 30, 2001

                                        Aspen       Endeavour     Adjustments    Consolidated
                                     ------------  ------------  -------------  --------------
<S>                                  <C>           <C>           <C>            <C>
REVENUE
  Oil and gas sales                  $10,055,440   $ 3,836,275   $          -   $  13,891,715
  Product and service revenues           493,834             -              -         493,834
                                     ------------  ------------  -------------  --------------
    Total revenues                    10,549,274     3,836,275              -      14,385,549
                                     ------------  ------------  -------------  --------------

EXPENSES
  Oil and gas production               2,787,550     1,167,340              -       3,954,890
  Operating expenses                     353,815             -              -         353,815
  General and administrative           2,015,210       537,425              -       2,552,635
  Depreciation and depletion           2,241,146     1,371,669     (c) 17,450       3,630,265
                                     ------------  ------------  -------------  --------------
    Total expenses                     7,397,721     3,076,434         17,450      10,491,605
                                     ------------  ------------  -------------  --------------

EARNINGS (LOSS) FROM OPERATIONS        3,151,553       759,841        (17,450)      3,893,944

OTHER INCOME (EXPENSE)
  Interest and financing expense      (1,085,286)     (148,219)             -      (1,233,505)
  Other income                            34,479             -              -          34,479
                                     ------------  ------------  -------------  --------------
    Total other                       (1,050,807)     (148,219)             -      (1,199,026)
                                     ------------  ------------  -------------  --------------

EARNINGS (LOSS) BEFORE INCOME
   TAXES, OTHER AND MINORITY
   INTERESTS                           2,100,746       611,622        (17,450)      2,694,918

PROVISION FOR WRITEDOWN OF
   INVESTMENT AND ADVANCES (NET OF
   INCOME TAX BENEFIT)                         -      (727,692)             -        (727,692)

INCOME TAXES                                   -        52,380      (d) 5,933          58,313
                                     ------------  ------------  -------------  --------------

NET EARNINGS (LOSS) BEFORE
   MINORITY INTERESTS                  2,100,746       (63,690)       (11,517)      2,025,539

MINORITY INTERESTS                          (222)            -              -            (222)
                                     ------------  ------------  -------------  --------------

NET EARNINGS (LOSS)                  $ 2,100,524   $   (63,690)  $    (11,517)  $   2,025,317
                                     ============  ============  =============  ==============

BASIC EARNINGS (LOSS) PER SHARE      $       .11   $       .00                  $         .07

DILUTED NET EARNINGS (LOSS) PER
SHARE                                $       .10   $       .00                  $         .06

WEIGHTED AVERAGE SHARES               18,783,941    40,718,942                     30,728,750

WEIGHTED AVERAGE SHARES -
ASSUMING DILUTION                     20,084,953    49,468,942                     32,029,762
</TABLE>


                                       43
<PAGE>
16.  SUBSEQUENT EVENTS (CONTINUED)
     -----------------------------

     Notes  to  the  Pro  Forma  Financial  Statements  at  December  31,  2001

     (a)  The estimated purchase price and preliminary adjustments to historical
          book value of Endeavour as a result of the Endeavour acquisition are
          as follows:

<TABLE>
<CAPTION>
<S>                                                                          <C>
Purchase price:
  Estimated value of common stock issued                                     $ 6,689,093
  Related fees and expenses                                                      100,000
  Book value of net assets acquired                                           (6,635,198)
                                                                             ------------
  Purchase price in excess of net assets acquired                            $   153,895
                                                                             ============

Preliminary allocation of purchase price in excess of  net assets acquired:
  Increase in proved oil & gas properties                                    $   153,895
                                                                             ============
</TABLE>

     (b)  The adjustments to common stock and retained earnings (deficit) as a
          result of the Endeavour acquisition are as follows:

<TABLE>
<CAPTION>
<S>                                           <C>
Common stock:
  Estimated value of common stock issued      $ 6,689,093
  Elimination of Endeavour common stock        (6,090,049)
                                              ------------
                                              $   599,044
                                              ============

Retained earnings (deficit):
  Elimination of Endeavour retained earnings  $  (545,149)
                                              ============
</TABLE>

     (c)  The  Endeavour  acquisition is accounted for by the purchase method of
          accounting.  Under  the  purchase  method  of  accounting,  the  total
          purchase  price is allocated to the tangible and intangible assets and
          liabilities  of  Endeavour  based upon their respective estimated fair
          values  at  December 31, 2001. The actual allocation of purchase price
          and  the  resulting  effect  on  earnings  from  operations may differ
          significantly  from  the  pro  forma  amounts  included  herein.  The
          following  presents  the effect of the purchase adjustments on the Pro
          Forma  Statement  of  Operations:

<TABLE>
<CAPTION>
                        Six Months Ended     Year Ended
                       December 31, 2001   June 30, 2001
                       ------------------  --------------
<S>                    <C>                 <C>
  Depletion            $            8,725  $       17,450
                       ==================  ==============
</TABLE>

          The adjustment for estimated pro forma depletion is to reflect the pro
          forma  value  of  tangible  assets  at  the  date  of  acquisition.

     (d)  Reflects income tax effects of the pro forma adjustments assuming an
          effective tax rate of 34%.

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             -------------------------------------------------------------------
             FINANCIAL  DISCLOSURE
             ---------------------

     There  are  not and have not been any disagreements between the Company and
its accountants on any matter of accounting principles or practices or financial
statement  disclosure.


                                       44
<PAGE>
                                    PART III

     The  information  to  be  set  forth in Items 9, 10, 11 and 12 of this Form
10-KSB  is  incorporated  by  reference from the Company's proxy statement to be
filed  in definitive form with the Securities and Exchange Commission within 120
days  of  December  31,  2001.


ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)          Exhibits:  See  Exhibit Index on the page immediately following the
             signature  page.
(b)          On  December  27, 2001, the Company filed a Report on Form 8-K
             reporting under  Item  8  the  Company's  adoption  of  a  calendar
             year  fiscal  year.


                                       45
<PAGE>
SIGNATURES

     Pursuant  to  the  requirements  of  Section  13  or  Section 15(d) of the
Securities  Exchange  Act of 1934, the Registrant has duly caused this report to
be  signed on its behalf by the undersigned, thereunto duly authorized, on March
29,  2002.

                                   ASPEN GROUP RESOURCES CORPORATION(Registrant)

                                   By:     /s/ Jack E. Wheeler
                                            Jack E. Wheeler
                                   Chairman of the Board and
                                   Chief  Executive  Officer
                                   (Principal Executive Officer)

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated:

Signature                           Title                       Date

/s/ Jack E. Wheeler  Chief Executive Officer and Director  March 29, 2002
    Jack E. Wheeler

/s/ Peter Lucas      Chief Financial Officer and Senior    March 29, 2002
    Peter Lucas      Vice President

/s/ Lenard Briscoe   Director                              March 29, 2002
    Lenard Briscoe

/s/ Wayne T. Egan    Director                              March 29, 2002
    Wayne T. Egan

/s/ James E. Hogue   Director                              March 29, 2002
    James E. Hogue

/s/ Anne Holland     Director                              March 29, 2002
    Anne Holland

/s/ Randall B. Kahn  Director                              March 29, 2002
    Randall B. Kahn



                                       46
<PAGE>
<TABLE>
<CAPTION>
ASPEN GROUP RESOURCES CORPORATION

EXHIBITS INDEX
--------------

  Exhibit     Description
   Number
------------  --------------------------------------------------
<C>           <S>

    3(a)(1)*  Articles of Amalgamation
    3(a)(2)*  Amendment to Articles of Amalgamation
     3(b)*    Bylaws
      4*      Description of the Common Stock
      21      Subsidiaries

*  Previously filed and incorporated by reference herein.
</TABLE>